EX-4.hh

                                       JACKSON NATIONAL LIFE
                                           INSURANCE COMPANY  [Graphic Omitted]
[2900 Westchester Avenue                         OF NEW YORK
Purchase, New York 10577]                    A STOCK COMPANY

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                GUARANTEED MINIMUM WITHDRAWAL BENEFIT ENDORSEMENT

THIS ENDORSEMENT IS MADE A PART OF THE CONTRACT TO WHICH IT IS ATTACHED AND IS
EFFECTIVE ON THE ISSUE DATE OF THE CONTRACT, UNLESS ANOTHER EFFECTIVE DATE FOR
THIS ENDORSEMENT IS SHOWN BELOW. TO THE EXTENT ANY PROVISIONS CONTAINED IN THIS
ENDORSEMENT ARE CONTRARY TO OR INCONSISTENT WITH THOSE OF THE CONTRACT TO WHICH
IT IS ATTACHED, THE PROVISIONS OF THIS ENDORSEMENT WILL CONTROL.

PLEASE NOTE: THIS ENDORSEMENT CANNOT BE TERMINATED INDEPENDENTLY FROM THE
CONTRACT TO WHICH IT IS ATTACHED.

THE GUARANTEED MINIMUM WITHDRAWAL BENEFIT (GMWB) CAN ONLY BE TAKEN AS A
WITHDRAWAL BENEFIT AND DOES NOT INCREASE THE CONTRACT VALUE. THIS IS AN OPTIONAL
BENEFIT AND THERE IS AN ADDITIONAL COST TO THE CONTRACT VALUE FOR THE BENEFIT
PROVIDED.

A PARTIAL WITHDRAWAL IN EXCESS OF THE GUARANTEED ANNUAL WITHDRAWAL AMOUNT (GAWA)
MAY HAVE AN ADVERSE EFFECT ON THE GUARANTEED WITHDRAWAL BALANCE (GWB). IF THE
CONTRACT VALUE HAS DECREASED BECAUSE OF POOR MARKET PERFORMANCE, THE CONTRACT
VALUE AFTER THE WITHDRAWAL WOULD BE THE NEW GWB WHICH COULD CAUSE A CONSIDERABLE
REDUCTION IN THE GWB.

FOR INFORMATION ON HOW THIS GMWB IS CALCULATED, PLEASE SEE THE ILLUSTRATION ON
PAGE 6.

WITHDRAWALS UNDER THE GMWB ARE NOT CUMULATIVE. IF THE OWNER DOES NOT TAKE A
PARTIAL WITHDRAWAL IN ANY ONE YEAR, THE WITHDRAWALS IN THE FOLLOWING YEAR CANNOT
EXCEED THE GAWA.

UPON FULL SURRENDER OF THE CONTRACT, THE GMWB IS TERMINATED WITHOUT VALUE.
SURRENDER OF YOUR CONTRACT DUE TO REDUCED OR ZERO CONTRACT VALUE MAY NOT BE
APPROPRIATE IF THE GWB IS POSITIVE.

CERTAIN DEFINITIONS AS FOUND IN THE CONTRACT WHICH ARE RELATIVE TO THIS
ENDORSEMENT HAVE BEEN LISTED BELOW FOR INFORMATIONAL PURPOSES.

CONTRACT VALUE. The Contract Value equals the sum of the Separate Account
Contract Value and the Fixed Account Contract Value.

INCOME DATE. The date on which annuity payments are scheduled to begin.

WITHDRAWAL VALUE. The Contract Value, less any tax payable, minus Withdrawal
Charges, Annual Contract Maintenance Charges, and charges due under any optional
endorsement to the contract adjusted for any applicable Interest Rate
Adjustment.

7398NY 05/04



THE CONTRACT IS AMENDED AS FOLLOWS:

1) The following language is added to the CONTRACT DATA PAGE of the Contract:

GUARANTEED MINIMUM WITHDRAWAL  On an annual basis, the charge equals [0.35% -
BENEFIT (GMWB) CHARGE:         .70%] of the daily net asset value of the
                               Investment Divisions. If you elect the
                               Guaranteed Withdrawal Balance step-up, We reserve
                               the right to increase the GMWB Charge, subject to
                               a maximum GMWB Charge, on an annual basis, of
                               .70% of the daily net asset value of the
                               Investment Divisions. The GMWB Charge will be
                               discontinued upon the earliest of either the
                               annuitization of your Contract or the date that
                               the Contract Value equals zero."

2) The following language is added to the DEFINITIONS section of the Contract:

"GUARANTEED ANNUAL WITHDRAWAL AMOUNT (GAWA). The maximum amount the Owner is
allowed to withdraw each Contract Year, in order for the guarantee to remain
fully effective, until the Guaranteed Withdrawal Balance (GWB) is zero.

GUARANTEED WITHDRAWAL BALANCE (GWB). The guaranteed amount available for future
periodic partial withdrawals.

RECAPTURE CHARGE. The charge assessed against certain withdrawals from the
Contract Value whenever a withdrawal of the Premium allocated to the Contract
Value that has received a Contract Enhancement is made, in the event of payments
under an income option, or upon the exercise of the Right to Examine period."

3) The following language is added to the WITHDRAWAL PROVISIONS of the Contract:

"GUARANTEED MINIMUM WITHDRAWAL BENEFIT. The GMWB allows the Owner to make
periodic partial withdrawals, prior to the Income Date that, in total, equal the
amount of Premium payments made, net of any applicable premium taxes (if elected
after issue, the Contract Value less any Recapture Charge will be used in lieu
of the net Premium payment) regardless of the performance of the Investment
Divisions or level of the Contract Value. If the GMWB is elected after issue,
the request must be received within the 30 calendar days prior to the Contract
Anniversary and will be effective on the Contract Anniversary following receipt
of the request in Good Order. The guarantee is fully effective if periodic
partial withdrawals taken within any one Contract Year do not exceed 7% of the
Premium payments (net of any applicable premium taxes). Withdrawals under this
guarantee are not cumulative. The Owner may "step-up" the Guarantee Withdrawal
Benefit to the current Contract Value at 5-year intervals subject to the
Guaranteed Withdrawal Balance Step-Up provisions.

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The withdrawals made under this endorsement are considered to be the same as any
other partial withdrawals for the purposes of calculating any other values under
the Contract or other endorsements attached to the Contract.

For purposes of this endorsement, partial withdrawals are considered to be the
entire amount withdrawn from the Contract, including any applicable charges and
adjustments. The total amount received under the guarantee may be less than the
GWB at election or step-up due to the application of these charges and
adjustments.

A partial withdrawal in excess of the Withdrawal Value will be permitted as long
as the total partial withdrawal for the Contract Year is less than or equal to
the GAWA. A partial withdrawal in excess of the Contract Value will be permitted
as long as the total partial withdrawal for the Contract Year is less than or
equal to the GAWA. In this case, the Contract Value will be set to zero and the
Contract Value Reduces to Zero provision will apply.

GUARANTEED WITHDRAWAL BALANCE.

On the effective date of this endorsement, the GWB is determined as follows and
is subject to a maximum of $5,000,000:

1.   If elected as of the Issue Date of the Contract, the GWB equals the initial
     Premium (net of any applicable premium taxes).
2.   If elected after the Issue Date of the Contract, the GWB equals the
     Contract Value on the effective date of this endorsement, less any
     applicable Recapture Charges.

With each subsequent Premium received after this endorsement is effective, the
GWB will be recalculated to equal the GWB prior to the Premium payment plus the
amount of the Premium payment (net of any applicable premium taxes), subject to
the maximum shown above.

With each partial withdrawal, the GWB is reduced. If You choose to withdraw an
amount greater than the GAWA during any Contract Year, the guarantee provided by
this endorsement may be reduced to an amount less than the GWB at election or
step-up.

Partial withdrawals will affect the GWB as follows:

1. If the partial withdrawal plus all prior partial withdrawals made in the
   current Contract Year is less than or equal to the GAWA, the GWB is equal
   to the greater of:
   a. the GWB prior to the partial withdrawal less the partial withdrawal; or
   b. zero.
2. If the partial withdrawal plus all prior partial withdrawals made in the
   current Contract Year is greater than the GAWA, the GWB is equal to the
   lesser of:
   a. the Contract Value after the partial withdrawal less any applicable
      Recapture Charges; or
   b. the GWB prior to the partial withdrawal less the partial withdrawal, or
      zero, if greater.

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GUARANTEED ANNUAL WITHDRAWAL AMOUNT.

On the effective date of this endorsement, the Guaranteed Annual Withdrawal
Amount is equal to 7% of the GWB.

With each subsequent Premium received after the effective date of this
endorsement, the GAWA will be recalculated to equal the GAWA prior to the
Premium payment plus 7% of the subsequent Premium payment (net of any applicable
premium taxes), or 7% of the increase on the GWB, if less.

Partial withdrawals will affect the GAWA as follows:

1. If the partial withdrawal plus all prior partial withdrawals made in the
   current Contract Year is less than or equal to the GAWA, the GAWA is the
   lesser of:
   a. the GAWA prior to the partial withdrawal; or
   b. the GWB after the partial withdrawal.
2. If the partial withdrawal plus all prior partial withdrawals made in the
   current Contract Year is greater than the GAWA, the GAWA is the lesser of:
   a. the GAWA prior to the partial withdrawal; or
   b. the GWB after the partial withdrawal; or
   c. 7% of the greater of:
      1. the Contract Value after the partial withdrawal less any applicable
         Recapture Charges; or
      2. the GWB after the partial withdrawal.

FULL SURRENDER. Upon full surrender of the Contract, the GMWB is terminated
without value.

CONTRACT VALUE REDUCES TO ZERO. If Your Contract Value is reduced to zero as the
result of a partial withdrawal and the GWB after the partial withdrawal is
greater than zero, the GWB will be paid to the Owner on a periodic basis elected
by the Owner, which cannot be less frequently than annually. With each payment
the GWB is reduced by the amount of the payment until the GWB is depleted. The
total annual payment amount will equal the GAWA, but not exceed the current GWB.
Upon the death of the Owner, the Beneficiary will receive the scheduled
payments. No other death benefit will apply. All other rights under the Contract
cease, no subsequent Premium payments will be accepted, and all other
endorsements are terminated without value.

GUARANTEED WITHDRAWAL BALANCE STEP-UP. On or after the 5th anniversary of the
effective date of this endorsement, the Owner may choose to step-up the GWB to
equal the Contract Value. The step-up is subject to the following restrictions:

1. The first step-up must be at least 5 years after the effective date of this
   endorsement.
2. A subsequent step-up may not be elected until the 5th (or later)
   Contract Anniversary after the latest step-up.
3. The step-up can only be elected on or during the 30-calendar day period
   following a Contract Anniversary. The request will be processed and be
   effective on the day We receive the request in Good Order.

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At the time of step-up:

1. The GWB equals the Contract Value.
2. The GAWA is the greater of:
   a. 7% of the new GWB; or
   b. the GAWA prior to the step-up.

On the first elected step-up, and at the time of any subsequent step-up, the
Company reserves the right to prospectively increase the GMWB Charge, but not
greater than the maximum GMWB Charge indicated in this endorsement."

4) The following language is added to the DEATH BENEFIT PROVISIONS of the
Contract:

"Upon the death of the Owner while the Contract is in force, the GMWB is
terminated without value. However, the GMWB will continue upon spousal
continuation and the spouse retains all rights previously held by the Owner. No
adjustments will be made to the GWB or the GAWA at the time of such
continuation.

The spouse may elect to step-up to the Contract Value (including any applicable
adjustments) on the continuation date. Subsequent step-ups are subject to all of
the restrictions in the Guaranteed Withdrawal Balance Step-Up provision; a
subsequent step-up may not be elected until the 5th (or later) Contract
Anniversary after the last step-up (includes the initial Contract Anniversary
after step-up as the first Contract Anniversary)."

5) The following language is added to the INCOME PROVISIONS of the Contract:

"In addition to the Income Options available under the Contract, the following
Income Option may be elected by the Owner under this endorsement:

FIXED PAYOUT INCOME OPTION. The Owner is entitled to receive payments in a fixed
dollar amount for a stated number of years. The actual number of years that
payments will be made is determined on the calculation date by dividing the GWB
by the GAWA. The total annual amount payable under this option will equal the
GAWA, but will not exceed the current GWB. This amount will be paid over the
determined number of years in the frequency (not less than annually) that the
Owner elects. If, at the death of the Owner, payments have been made for less
than the stated number of years, the remaining payments will be made to the
Beneficiary. This option may not be available on certain Qualified Plans."

Endorsement effective date (if different from Issue Date of the Contract):
______________

                                        SIGNED FOR THE JACKSON NATIONAL LIFE
                                        INSURANCE COMPANY OF NEW YORK

                                        /s/ Clark P. Manning

                                        PRESIDENT AND CHIEF EXECUTIVE OFFICER

7398NY 05/04                             5




  ILLUSTRATION OF THE CALCULATION OF THE GUARANTEED MINIMUM WITHDRAWAL BENEFIT

THESE EXAMPLES ARE PROVIDED TO ASSIST YOU IN UNDERSTANDING HOW THE GWB AND GAWA
VALUES ARE COMPUTED FOR THIS ENDORSEMENT. THE EXAMPLES ONLY DEPICT LIMITED
CIRCUMSTANCES, AND SPECIFIC FACTUAL ASSUMPTIONS. THE RESULTS MAY VARY DEPENDING
UPON THE TIMING OR SEQUENCE OF ACTIONS, AS WELL AS CHANGES IN MARKET CONDITIONS.

THE FOLLOWING EXAMPLES ASSUME YOU SELECT THE GMWB WHEN YOU PURCHASE YOUR
CONTRACT AND YOUR INITIAL PREMIUM PAYMENT IS $100,000. NO OTHER OPTIONAL
BENEFITS ARE SELECTED. UNDER THESE CIRCUMSTANCES, YOUR INITIAL GWB IS $100,000
AND YOUR INITIAL GAWA IS $7,000.


EXAMPLE 1: WITHDRAWAL EQUAL TO THE GAWA WHEN THE CONTRACT VALUE HAS DECREASED
DUE TO NEGATIVE MARKET PERFORMANCE.

If you withdraw the GAWA ($7,000) and your Contract Value is $80,000 at the time
of withdrawal, then
     o YOUR GWB BECOMES $93,000, which is your prior GWB ($100,000) minus the
       GAWA ($7,000).
     o Your GAWA for the next year remains $7,000, because you did not take more
       than the GAWA ($7,000).

EXAMPLE 2: WITHDRAWAL GREATER THAN THE GAWA WHEN THE CONTRACT VALUE HAS
DECREASED DUE TO NEGATIVE MARKET PERFORMANCE.

If you withdraw $10,000 and your Contract Value is $80,000 at the time of
withdrawal, then
     o We recalculate your GWB by comparing the results of two calculations and
       choosing the lesser amount:
       o First, we deduct the amount of the withdrawal ($10,000) from your
         Contract Value ($80,000). This equals $70,000 and is your new Contract
         Value.
       o Second, we deduct the amount of the withdrawal ($10,000) from your
         GWB ($100,000). This is $90,000. YOUR NEW GWB BECOMES $70,000,
         since this is the lesser of the two amounts.
     o Since the Contract Value prior to the partial withdrawal ($80,000) is
       less than or equal to the GWB prior to the partial withdrawal
       ($100,000), the GAWA is reduced. The new GAWA is 7% of the new GWB,
       which is $4,900.

As you can see from the examples above, taking a withdrawal greater than the
GAWA when your Contract Value has decreased due to negative market performance
reduces the Guaranteed Minimum Withdrawal Benefit. In the case illustrated here,
the GMWB was reduced by $20,000. This is equal to the difference between the GWB
and the Contract Value prior to processing the withdrawal ($100,000- $80,000 =
$20,000).


7398NY 05/04                             6