485BPOS 1 c53443be485bpos.txt 485BPOS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. _____________ [ ] Post-Effective Amendment No. 54 (File No. 333-79311) [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 55 (File No. 811-07355) [X] (Check appropriate box or boxes) RIVERSOURCE VARIABLE ACCOUNT 10 (previously IDS LIFE VARIABLE ACCOUNT 10) (Exact Name of Registrant) RiverSource Life Insurance Company (previously IDS Life Insurance Company) (Name of Depositor) 70100 Ameriprise Financial Center, Minneapolis, MN 55474 (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code (612) 671-2237 Rodney J. Vessels, 50605 Ameriprise Financial Center, Minneapolis, MN 55474 (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box) [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on Sept. 14, 2009 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on [date] pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. The purpose of this Post-Effective Amendment No. 54 is to supplement the prospectus for RiverSource Retirement Advisor 4 Advantage Variable Annuity, RiverSource Retirement Advisor 4 Select Variable Annuity and RiverSource Retirement Advisor 4 Access Variable Annuity. The supplement filed electronically herewith is not intended to supersede the prospectuses for: RiverSource Retirement Advisor Variable Annuity, RiverSource Retirement Advisor Variable Annuity - Band 3, RiverSource Retirement Advisor Advantage Variable Annuity, RiverSource Retirement Advisor Select Variable Annuity, RiverSource Retirement Advisor Advantage Variable Annuity - Band 3, RiverSource Retirement Advisor Advantage Plus Variable Annuity, RiverSource Retirement Advisor Select Plus Variable Annuity, RiverSource Retirement Advisor 4 Advantage Variable Annuity, RiverSource Retirement Advisor 4 Select Variable Annuity and RiverSource Retirement Advisor 4 Access Variable Annuity and Statement of Additional Information filed with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311, filed on or about April 24, 2009. The prospectus for RiverSource Retirement Advisor 4 Advantage Variable Annuity, RiverSource Retirement Advisor 4 Select Variable Annuity and RiverSource Retirement Advisor 4 Access Variable Annuity filed electronically with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311 filed on or about April 24, 2009 is incorporated by reference into Part A of Post-Effective Amendment No. 54 to this Registration Statement. The Combined Statement of Additional Information and Financial Statements filed electronically with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311 on or about April 24, 2009 is incorporated by reference into Part B of Post-Effective No. 54 to this Registration Statement. PART A. The prospectus for: RiverSource Retirement Advisor 4 Advantage Variable Annuity, RiverSource Retirement Advisor 4 Select Variable Annuity and RiverSource Retirement Advisor 4 Access Variable Annuity filed electronically with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311 filed on or about April 24, 2009 is incorporated by reference into Part A of Post-Effective Amendment No. 54 to this Registration Statement.
Prospectus Supplement dated Sept. 14, 2009* -------------------- PRODUCT NAME PRODUCT FORM # --------------------------------------------------------------------------------------- RIVERSOURCE RETIREMENT ADVISOR 4 ADVANTAGE(R) VARIABLE S-6503 G (5/09) --------------------------------------------------------------------------------------- ANNUITY/RIVERSOURCE RETIREMENT ADVISOR 4 SELECT(R) VARIABLE --------------------------------------------------------------------------------------- ANNUITY/RIVERSOURCE RETIREMENT ADVISOR 4 ACCESS(R) --------------------------------------------------------------------------------------- VARIABLE ANNUITY ---------------------------------------------------------------------------------------
This information in this supplement updates and amends certain information contained in your current variable annuity product prospectus. Please read it carefully and keep it with your variable annuity contract product prospectus. For contracts purchased on or after Sept. 14, 2009 the following changes apply: I. THE FOLLOWING CHANGES ARE MADE UNDER "BUYING YOUR CONTRACT -- PURCHASE PAYMENTS" SECTION OF THE PROSPECTUS: The following sentence has been added as the first sentence after the minimum and maximum allowable purchase payments: For contracts purchased on or after Sept. 14, 2009, if we do not receive your initial purchase payment within 180 days of the application sign date, we will consider your contract void from the start. The additional purchase payments restrictions for contracts with the Guarantor Withdrawal Benefit for Life (GWB for Life) rider or SecureSource riders is deleted and replaced with the following: The GWB for Life rider, SecureSource, and SecureSource Flex riders restrict cumulative subsequent purchase payments to an amount less than the maximum total purchase payments permitted. Additional purchase payment restrictions for contracts with the GWB for Life rider and SecureSource riders EFFECTIVE JAN. 26, 2009, AFTER INITIAL PURCHASE PAYMENTS ARE RECEIVED, LIMITED ADDITIONAL PURCHASE PAYMENTS ARE ALLOWED FOR ALL CONTRACTS WITH THE GWB FOR LIFE AND FOR CONTRACTS WITH THE SECURESOURCE RIDER THAT HAVE AN APPLICATION SIGNED DATE PRIOR TO SEPT. 14, 2009, SUBJECT TO STATE RESTRICTIONS. Initial purchase payments are: 1) payments received with the application; and 2) Tax Free Exchanges, rollovers, and transfers listed on the annuity application, paper work initiated within 30 days from contract issue date and received within 180 days from the contract issue date. For contracts issued in all states except those listed below, the only additional purchase payments that will be allowed on/after Jan. 26, 2009 are the maximum permissible annual contribution described by the Code for qualified annuities. For Contracts Issued in Florida, New Jersey, and Oregon: For contracts with GWB for Life rider or SecureSource riders issued in Florida, New Jersey, and Oregon, additional purchase payments to your variable annuity contract will be limited to $100,000 for the life of your contract. The limit does not apply to initial purchase payments. THIS SUPPLEMENT SHOULD BE RETAINED WITH THE CURRENT PROSPECTUS FOR YOUR PRODUCT. -------------------------------------------------------------------------------- S-6503-18 A (9/09) * Valid until next prospectus update 1 Contracts with SecureSource riders with application signed dates Sept. 14, 2009 and later limit additional purchase payments after the initial purchase payments are received. Initial purchase payments include the following: (1) received at time of issue or within 90 days thereafter; (2) transfers, rollovers or exchanges initiated within 30 days of the date of issue and received within 180 days of the date of issue. We allow additional purchase payment as follows: (1) if this is a qualified annuity, additional purchase payments in any contract year up to the maximum permissible annual contribution described by the Code; or (2) other payments on a non-discriminatory basis. For contracts with the SecureSource riders with application signed dates Sept. 14, 2009 and later, if we do not receive your initial purchase payment within 90 days from the contract issue date and no transfers, rollovers or exchanges are initiated within 30 days of the contract issue date, we will consider your contract void from the start. We reserve the right to change these current rules at any time, subject to state restrictions. Additional purchase payment restrictions for contracts with the SecureSource Flex riders The SecureSource Flex riders limit additional purchase payments after the initial purchase payments are received. Initial purchase payments include the following: (1) received at time of application or within 90 days thereafter; (2) transfers, rollovers or exchanges initiated within 30 days of the application signed date and received within 180 days of application signed date. We allow additional purchase payments as follows: (1) if this is a qualified annuity, additional purchase payments in any contract year up to the maximum permissible annual contribution described by the Code; or (2) other payments on a non- discriminatory basis. For contracts with the SecureSource Flex riders, if we do not receive your initial purchase payment within 90 days from the application signed date and no transfers, rollovers or exchanges are initiated within 30 days from the application signed date, we will consider your contract void from the start. The SecureSource Flex riders also prohibit additional purchase payments while the rider is effective, if (1) you decline a rider fee increase, or (2) the Annual Lifetime Payment (ALP) is established and your contract value on an anniversary is less than four times the ALP. (For the purpose of this calculation only, the ALP is determined using 5%, as described under "Optional Living Benefits -- Currently Offered -- SecureSource Flex Riders.") Also if you make additional purchase payment after you take a withdrawal during the waiting period, these purchase payments are not guaranteed until the end of the waiting period. Subject to state restrictions, we reserve the right to change the above purchase payment limitations, including making further restrictions, upon written notice. II. THE NEW OPTIONAL LIVING BENEFIT RIDERS, SECURESOURCE(R) FLEX RIDERS, WILL REPLACE CURRENTLY OFFERED SECURESOURCE(R) RIDERS. WE WILL CONTINUE TO OFFER SECURESOURCE RIDERS IN STATES WHERE SECURESOURCE FLEX RIDERS HAVE NOT BEEN APPROVED. THE FOLLOWING CHANGES ARE MADE TO THE PROSPECTUS: UNDER THE "KEY TERMS" SECTION OF THE PROSPECTUS, THE PARAGRAPH DESCRIBING "SECURESOURCE RIDERS" IS CHANGED TO READ: SECURESOURCE RIDERS: These riders provide an optional benefit that you can add to your contract for an additional charge. SecureSource -- Single Life covers one person. SecureSource -- Joint Life covers two spouses jointly. The benefit is intended to provide guaranteed withdrawals up to a certain amount each year from the contract, regardless of the investment performance of your contract before the annuity payments begin until you have recovered, at a minimum, all of your purchase payments plus any purchase payment credits. Under certain limited circumstances, it gives you the right to take limited withdrawals in each contract year until death. These riders require participation in the Portfolio Navigator Asset Allocation program. When used in this prospectus, "SecureSource riders" include the SecureSource Flex riders, except where the SecureSource Flex riders are specifically referenced and distinguished from other SecureSource riders. THE FOLLOWING REVISIONS HAVE BEEN MADE TO "THE CONTRACT IN BRIEF SECTION": THE EIGHTH BULLET POINT UNDER "SOME FACTORS YOU WISH TO CONSIDER" HAS BEEN REPLACED WITH THE FOLLOWING: - How and when you plan to take money from the contract: under current tax law, withdrawals, including withdrawals made under optional benefit riders, are taxed differently than annuity payouts. In addition, certain withdrawals may be subject to a federal income tax penalty. If you have elected the SecureSource Flex rider, any withdrawals during the 3-year waiting period, could negatively impact the value of your lifetime income guarantee. Also, if you withdraw more than the allowed withdrawal amount in a contract year under the SecureSource riders or Guarantor Withdrawal Benefit for Life Rider ("excess withdrawal"), the guaranteed amounts under the rider may be reduced. (See "Surrenders"). THE "SURRENDERS" PARAGRAPH HAS BEEN REPLACED WITH THE FOLLOWING: SURRENDERS: You may surrender all or part of your contract value at any time before the settlement date. You also may establish automated partial surrenders. Surrenders may be subject to charges and income taxes (including a 10% IRS penalty if you make withdrawals prior to your reaching age 59 1/2) and may have other tax consequences. If you have elected the SecureSource Flex rider, please consider carefully when you take withdrawals. If you take any withdrawals during the 3-year waiting period, your 2 benefits will be set to zero until the end of the waiting period when they will be re-established based on your contract value at that time. Certain other restrictions may apply. (See "Surrenders"). THE FOLLOWING DISCLOSURE IS ADDED TO THE "EXPENSE SUMMARY -- OPTIONAL LIVING BENEFITS -- CURRENTLY OFFERED": SECURESOURCE FLEX - SINGLE LIFE RIDER FEE MAXIMUM: 2.00% CURRENT: 0.95% SECURESOURCE FLEX - JOINT LIFE RIDER FEE MAXIMUM: 2.50% CURRENT: 1.10%
(Charged annually at the contract anniversary as a percentage of contract value or the total Remaining Benefit Amount, whichever is greater. The fee applies only if you elect the optional rider.) THE FOLLOWING IS ADDED UNDER "CHARGES": SECURESOURCE FLEX RIDER FEE We charge an annual fee based on the greater of the contract anniversary value or the total Remaining Benefit Amount (RBA) for this optional feature only if you select it as follows: - SecureSource Flex -- Single Life rider, 0.95%; - SecureSource Flex -- Joint Life rider, 1.10%. We deduct the fee from your contract value on your contract anniversary. We prorate this fee among the regular fixed account and the subaccounts in the same proportion as your interest in each bears to your total contract value, less any amounts invested in GPAs or any Special DCA account. Such fee is only deducted from GPAs and any Special DCA account if insufficient amounts are available from the regular fixed account and variable subaccounts. We will modify this prorated approach to comply with state regulations where necessary. Once you elect the SecureSource Flex rider, you may not cancel it (except as described below), and the fee will continue to be deducted until the contract or rider is terminated, or the contract value reduces to zero. If the contract or rider is terminated for any reason, we will deduct the fee adjusted for the number of calendar days coverage was in place since we last deducted the fee. If the RBA reduces to zero but the contract value has not been depleted, you will continue to be charged. Currently the SecureSource Flex rider charge does not vary with the Portfolio Navigator model portfolio selected; however, we reserve the right to vary the rider charge for each model portfolio. The SecureSource Flex -- Single Life rider charge will not exceed a maximum charge of 2.00%. The SecureSource Flex -- Joint Life rider charge will not exceed a maximum charge of 2.50%. The following describes how your annual rider fee may increase: 1. We may increase the annual rider fee at our discretion and on a nondiscriminatory basis. Your annual rider fee will increase if we declare an increase to the fee with written notice 30 days in advance except as described below. The new fee will be in effect on the date we declare in the written notice. (A) You can decline this increase and therefore all future fee increases if we receive your written request prior to the date of the fee increase, in which case you permanently relinquish: (i) all future annual step-ups, and for the Joint Life rider, spousal continuation step-ups, (ii) any ability to make additional purchase payments, (iii) the ability to change your Portfolio Navigator model portfolio to one that is more aggressive than your current Portfolio Navigator model portfolio. Any change to a less aggressive Portfolio Navigator model portfolio will further limit the Portfolio Navigator model portfolios available to the then current and less aggressive model portfolios. (B) You can terminate this rider if your annual rider fee after any increase is more than 0.25% higher than your fee before the increase and if we receive your written request to terminate the rider prior to the date of the fee increase. 2. Your annual rider fee may increase if you elect to change to a more aggressive model portfolio than your current model portfolio and if the new model portfolio has a higher current annual rider fee. The annual rider fees associated with the available Portfolio Navigator model portfolios may change at our discretion, however these changes will not apply to this rider unless you change your current Portfolio Navigator model portfolio to a more aggressive one. The new fee will be in effect on the valuation date we receive your written request to change your Portfolio Navigator model portfolio. You can not decline this type of fee increase. To avoid it, you must stay in the same model portfolio or move to a less aggressive model. Also, this type of fee increase does not allow you to terminate the rider. The fee does not apply after you annuitize your contract and annuity payouts begin. THE FOLLOWING REVISION IS MADE UNDER "SURRENDERS": You may surrender all or part of your contract at any time before annuity payouts begin by sending us a written request or calling us. Some restrictions may apply when purchasing the SecureSource Flex rider. 3 Any partial surrenders you take under the contract will reduce your contract value. As a result, the value of your death benefits or any optional benefits you have elected will also be reduced. If you have elected the SecureSource Flex rider, please consider carefully when you take surrenders. If you take any withdrawals during the 3-year waiting period, your benefits will be set to zero until the end of the waiting period when they will be re-established based on your contract value at that time. Also, if you withdraw more than the allowed withdrawal amount in a contract year under the SecureSource Flex rider ("excess withdrawal"), the guaranteed amounts under the rider may be reduced. It is also important to understand that the basic benefit and the lifetime benefit guarantees could be different values. Taking income under one of the guarantees could adversely impact the value of the other. THE FOLLOWING IS ADDED UNDER "CHANGING OWNERSHIP": The following restrictions apply to the SecureSource Flex riders: If allowed by state law, a change of ownership or assignment is subject to our approval. For the SecureSource Flex -- Single Life rider, if there is a change of ownership and the covered person remains the same, the rider continues with no change to any of the rider benefits. If there is a change of ownership and the covered person would be different, the rider terminates. The SecureSource Flex -- Joint Life rider only allows transfer of the ownership of the annuity contract between covered spouses or their revocable trust(s); no other ownership changes are allowed while this rider is in force. THE FOLLOWING CHANGES ARE MADE UNDER "BENEFITS IN CASE OF DEATH -- IF YOU DIE BEFORE YOUR SETTLEMENT DATE": The following two sentences are added, repeated for both nonqualified in the first paragraph and qualified annuities in the second paragraph: The SecureSource Flex -- Joint Life rider, if selected, will continue only if the spouse electing the spousal continuation provision of the contract is a covered spouse and continues the contract as the new owner. The SecureSource Flex -- Single Life rider terminates if a spouse chooses to continue the contract under the spousal continuation provision. THE FOLLOWING NEW SECTION IS ADDED ABOVE "OPTIONAL LIVING BENEFITS -- CURRENTLY OFFERED -- SECURESOURCE RIDERS": SECURESOURCE FLEX RIDERS This is an optional benefit that you can add to your contract for an additional charge. The benefit is intended to provide to you, after the waiting period, a specified withdrawal amount annually for life, even if your contract value is zero, subject to the terms and provisions described in this section. The SecureSource Flex rider may be appropriate for you if you intend to make periodic withdrawals from your annuity contract and wish to ensure that market performance will not adversely affect your ability to withdraw your principal over time. This benefit is intended for assets you plan to hold and let accumulate for at least three years. If you take any withdrawals during the 3- year waiting period, your benefits will be set to zero until the end of the waiting period when they will be re-established based on your contract value at that time. There are two optional SecureSource Flex riders available under your contract: - SecureSource Flex -- Single Life; or - SecureSource Flex -- Joint Life. The information in this section applies to both Secure Source Flex riders, unless otherwise noted. For the purpose of this rider, the term "withdrawal" is equal to the term "surrender" in the contract or any other riders. Withdrawals will adjust contract values and benefits in the same manner as surrenders. The SecureSource Flex -- Single Life rider covers one person. The SecureSource Flex -- Joint Life Rider covers two spouses jointly who are named at contract issue. You may elect only the SecureSource Flex -- Single Life rider or the SecureSource Flex -- Joint Life rider, not both, and you may not switch riders later. You must elect the rider when you purchase your contract. The rider effective date will be the contract issue date. The SecureSource Flex rider is an optional benefit that you may select, if approved in your state, for an additional annual charge if(1): - you purchase your contract on or after Sept. 14, 2009; and - SINGLE LIFE: you are 80 or younger on the date the contract is issued or if an owner is a non-natural person, then the annuitant is age 80 or younger; or - JOINT LIFE: you and your spouse are 80 or younger on the date the contract is issued. (1) The SecureSource Flex riders are not available under an inherited qualified annuity, The SecureSource Flex rider guarantees that after the waiting period, regardless of the investment performance of your contract, you will be able to withdraw up to a certain amount each year from the contract before the annuity payouts begin until: - SINGLE LIFE: until death (see "At Death" heading below) or until the depletion of the basic benefit. - JOINT LIFE: until the death of the last surviving covered spouse (see "Joint Life only: Covered Spouses" and "At Death" headings below) or until the depletion of the basic benefit. 4 KEY TERMS The key terms associated with the SecureSource Flex rider are: ANNUAL LIFETIME PAYMENT (ALP): the lifetime benefit amount available each contract year after the waiting period and until your death (JOINT LIFE: the death of both covered spouses) or termination of the rider. After the waiting period, the annual withdrawal amount guaranteed by the rider can vary each contract year. The maximum ALP is $300,000. ANNUAL LIFETIME PAYMENT ATTAINED AGE (ALPAA): the age at which the lifetime benefit is established. GUARANTEED BENEFIT AMOUNT (GBA): the total cumulative withdrawals guaranteed by the rider under the basic benefit. The maximum GBA is $5,000,000. The GBA cannot be withdrawn or annuitized and is not payable as a death benefit. It is an interim value used to calculate the amount available for withdrawals each year after the waiting period under the basic benefit (see "Guaranteed Benefit Payment" below). At any time, the total GBA is the sum of the individual GBAs associated with each purchase payment. GUARANTEED BENEFIT PAYMENT (GBP): the basic benefit amount available each contract year after the waiting period until the RBA is reduced to zero. After the waiting period the annual withdrawal amount guaranteed by the rider can vary each contract year. REMAINING ANNUAL LIFETIME PAYMENT (RALP): as you make withdrawals during a contract year, the remaining amount that the rider guarantees will be available for withdrawal that year is reduced. The RALP is the lifetime benefit amount that can be withdrawn during the remainder of the current contract year. REMAINING BENEFIT AMOUNT (RBA): each withdrawal you make reduces the amount that is guaranteed by the rider for future withdrawals. At any point in time, the RBA equals the amount of GBA that remains available for withdrawals for the remainder of the contract's life, and total RBA is the sum of the individual RBAs associated with each purchase payment. The maximum RBA is $5,000,000. REMAINING BENEFIT PAYMENT (RBP): as you make withdrawals during a contract year, the remaining amount that the rider guarantees will be available for withdrawal that year is reduced. The RBP is the basic benefit amount that can be withdrawn during the remainder of the current contract year. WAITING PERIOD: The period of time before you can take a withdrawal without affecting benefits under the rider. The waiting period starts on the rider effective date and ends on the day prior to the third rider anniversary. WITHDRAWAL ADJUSTMENT BASE (WAB): one of the components used to determine the GBP Percentage and ALP Percentage. The WAB cannot be withdrawn or annuitized and is not payable as a death benefit. WITHDRAWAL: The amount by which your contract value is reduced as a result of any withdrawal request. It may differ from the amount of your request due to any surrender charge and any market value adjustment. DESCRIPTION OF THE SECURESOURCE FLEX RIDER Before the lifetime benefit is established, the annual withdrawal amount guaranteed by the riders after the waiting period is the basic benefit amount. After the lifetime benefit is established and after the waiting period, the riders guarantee that you have the option each contract year to cumulatively withdraw an amount up to the lifetime benefit amount or the basic benefit amount, but the riders do not guarantee withdrawal of both in a contract year. The lifetime withdrawal benefit is established automatically: - SINGLE LIFE: on the rider anniversary date after the covered person reaches age 65, or on the rider effective date if the covered person is age 65 or older on the rider effective date (see "Annual Lifetime Payment Attained Age (ALPAA)" heading below); - JOINT LIFE: on the rider anniversary date after the younger covered spouse reaches age 65, or on the rider effective date if the younger covered spouse is age 65 or older on the rider effective date (see "Annual Lifetime Payment Attained Age (ALPAA)" and "Annual Lifetime Payments (ALP)" headings below). The basic benefit amount and the lifetime benefit amount can vary based on the relationship of your contract value to the Withdrawal Adjustment Base (WAB). When the first withdrawal is taken each contract year after the waiting period, the percentages used to determine the benefit amounts are set and fixed for the remainder of that year. If you withdraw less than the allowed withdrawal amount in a contract year, the unused portion cannot be carried over to the next year. If you withdraw more than the allowed withdrawal amount in a contract year, we call this an "excess withdrawal" under the rider. Excess withdrawals trigger an adjustment of a benefit's guaranteed amount, which may cause it to be reduced (see "GBA Excess Withdrawal Processing," "RBA Excess Withdrawal Processing," and "ALP Excess Withdrawal Processing" headings below). Please note that basic benefit and lifetime benefit each has its own definition of the allowed annual withdrawal amount. Therefore a withdrawal may be considered an excess withdrawal for purposes of the lifetime benefit only, the basic benefit only, or both. 5 At any time after the waiting period, as long as your withdrawal does not exceed the greater of the basic benefit amount or the lifetime benefit amount, if established, you will not be assessed a surrender charge or any market value adjustment. If your withdrawals exceed the greater of the RBP or the RALP, surrender charges under the terms of the contract may apply (see "Charges -- Surrender Charges"). The amount we actually deduct from your contract value will be the amount you request plus any applicable surrender charge. Market value adjustments, if applicable, will also be made (see "Guarantee Period Accounts (GPAs) -- Market Value Adjustment"). We pay you the amount you request. Any withdrawals you take under the contract will reduce the value of the death benefits (see "Benefits in Case of Death"). Upon full withdrawal, you will receive the remaining contract value less any applicable charges (see "Making the Most of Your Contract -- Surrenders"). Subject to conditions and limitations, an annual step-up can increase the basic benefit amount and the lifetime benefit amount, if your contract value has increased on a rider anniversary. The values associated with the basic benefit are GBA, RBA, GBP and RBP. The values associated with the lifetime benefit are ALP and RALP. ALP and GBP are similar in that they are the annual withdrawal amount for each benefit after the waiting period. RALP and RBP are similar in that they are the remaining amount that can be withdrawn during the current contract year for each benefit. IMPORTANT SECURESOURCE FLEX RIDER CONSIDERATIONS You should consider whether a SecureSource Flex rider is appropriate for you taking into account the following considerations: - LIFETIME BENEFIT LIMITATIONS: The lifetime benefit is subject to certain limitations, including but not limited to: (a) SINGLE LIFE: Once the contract value equals zero, payments are made for as long as the covered person is living (see "If Contract Value Reduces to Zero" heading below). However, if the contract value is greater than zero, the lifetime benefit terminates at the first death of any owner even if the covered person is still living (see "At Death" heading below). Therefore, if there are multiple contract owners, the lifetime benefit will terminate when one of the contract owners dies even though other contract owners are still living JOINT LIFE: Once the contract value equals zero, payments are made for as long as either covered spouse is living (see "If Contract Value Reduces to Zero" heading below). However, if the contract value is greater than zero, the lifetime benefit terminates at the death of the last surviving covered spouse (see "At Death" heading below). (b) Excess withdrawals can reduce the ALP to zero even though the GBA, RBA, GBP and/or RBP values are greater than zero. If both the ALP and the contract value are zero, the lifetime benefit will terminate. (c) When the lifetime benefit is first established the initial ALP is based on the basic benefit's RBA at that time (see "Annual Lifetime Payment (ALP)" heading below). Any withdrawal you take before the ALP is established reduces the RBA and therefore may result in a lower amount of lifetime withdrawals you are allowed to take. (d) Withdrawals can reduce both the contract value and the RBA to zero prior to the establishment of the ALP. If this happens, the contract and the rider will terminate. - WITHDRAWALS: Please consider carefully when you start taking withdrawals from this rider. If you take any withdrawals during the 3-year waiting period, your benefits will be set to zero until the end of the waiting period when they will be re-established based on your contract value at that time. The first withdrawal request within the 3-year waiting period must be submitted in writing. Also, after the waiting period if you withdraw more than the allowed withdrawal amount in a contract year ("excess withdrawal"), the guaranteed amounts under the rider may be reduced. - USE OF PORTFOLIO NAVIGATOR ASSET ALLOCATION PROGRAM REQUIRED: You must elect one of the model portfolios of the Portfolio Navigator Program. This requirement limits your choice of subaccounts, regular fixed account and GPAs (if available) to those that are in the model portfolio you select. This means you will not be able to allocate contract value to all of the subaccounts, GPAs or the regular fixed account that are available under the contract to contract owners who do not elect the rider. (See "Making the Most of Your Contract -- Portfolio Navigator Asset Allocation Program.") You may allocate purchase payments to the Special DCA fixed account, when available, and we will make monthly transfers into the model portfolio you have chosen. You may make two elective model portfolio changes per contract year; we reserve the right to limit elective model portfolio changes if required to comply with the written instructions of a fund (see "Market Timing"). You can allocate your contract value to any available model portfolio during the following times: (1) prior to your first withdrawal and (2) following a benefit reset due to a model portfolio change as described below but prior to any subsequent withdrawal. During these accumulation phases, you may request to change your model portfolio to any available model portfolio. Immediately following a withdrawal your contract value will be reallocated to the target investment option classification as shown in your contract if your current investment option is more aggressive than the target investment option classification. This automatic reallocation is not included in the total number of allowed model changes per contract year. The target investment option classification is currently the Moderate model portfolio. We reserve the right to change the target investment option classification to a model portfolio that is more aggressive than the Moderate model portfolio after 30 days written notice. 6 After you have taken a withdrawal and prior to any benefit reset as described below, you are in a withdrawal phase. During withdrawal phases you may request to change your model portfolio to the Moderate model portfolio or any model portfolio that is more conservative than the Moderate model portfolio without a benefit reset as described below. If you are in a withdrawal phase and you choose to allocate your contract value to a model portfolio that is more aggressive than the Moderate model portfolio, you will be in the Accumulation Phase again. If this is done after the waiting period, your rider benefit will be reset as follows: (a) the total GBA will be reset to the contract value, if your contract value is less; and (b) the total RBA will be reset to the contract value, if your contract value is less; and (c) the ALP, if established, will be reset to your current ALP Percentage (either 6% or 5% as described under "GBP Percentage and ALP Percentage" heading below) times the contract value, if this amount is less than the current ALP; and (d) the GBP will be recalculated as described below, based on the reset GBA and RBA; and (e) the RBP will be recalculated as the reset GBP less all prior withdrawals taken during the current contract year, but not less than zero; and (f) the RALP will be recalculated as the reset ALP less all prior withdrawals taken during the current contract year, but not less than zero; and (g) the WAB will be reset as follows: - if the ALP has not been established, the WAB will be equal to the reset GBA. - if the ALP has been established, the WAB will be equal to the reset ALP, divided by the current ALP Percentage. You may request to change your model portfolio by written request on an authorized form or by another method agreed to by us. - NON-CANCELABLE: Once elected, the SecureSource Flex rider may not be cancelled (except as provided under "Rider Termination" heading below) and the fee will continue to be deducted until the contract or rider is terminated or the contract value reduces to zero (described below). Dissolution of marriage does not terminate the SecureSource Flex -- Joint Life rider and will not reduce the fee we charge for this rider. The benefit under the SecureSource Flex -- Joint Life rider continues for the covered spouse who is the owner of the contract (or annuitant in the case of nonnatural ownership). The rider will terminate at the death of the contract owner (or annuitant in the case of nonnatural ownership) because the original covered spouse will be unable to elect the spousal continuation provision of the contract (see "Joint Life only: Covered Spouses" below). - JOINT LIFE: LIMITATIONS ON CONTRACT OWNERS, ANNUITANTS AND BENEFICIARIES: Since the joint life benefit will terminate unless the surviving covered spouse continues the contract under the spousal option to continue the contract upon the owner's death provision, only ownership arrangements that permit such continuation are allowed at rider issue. In general, the covered spouses should be joint owners, or one covered spouse should be the owner and the other covered spouse should be named as the sole primary beneficiary. For non-natural ownership arrangements that allow for spousal continuation one covered spouse should be the annuitant and the other covered spouse should be the sole primary beneficiary. For revocable trust ownerships, the grantor of the trust must be the annuitant and the beneficiary must either be the annuitant's spouse or a trust that names the annuitant's spouse as the sole primary beneficiary. You are responsible for establishing ownership arrangements that will allow for spousal continuation. If you select the SecureSource Flex -- Joint Life rider, please consider carefully whether or not you wish to change the beneficiary of your annuity contract. The rider will terminate if the surviving covered spouse can not utilize the spousal continuation provision of the contract when the death benefit is payable. - LIMITATIONS ON PURCHASE PAYMENTS: We reserve the right to limit the cumulative amount of purchase payments, subject to state restrictions. For current purchase payment restrictions, please see "Buying Your Contract -- Purchase Payments". - INTERACTION WITH TOTAL FREE AMOUNT (TFA) CONTRACT PROVISION: The TFA is the amount you are allowed to withdraw from the contract in each contract year without incurring a surrender charge (see "Charges -- Surrender Charge"). The TFA may be greater than the RBP or RALP under this rider. Any amount you withdraw under the contract's TFA provision that exceeds the RBP or RALP is subject to the excess withdrawal processing described below for the GBA, RBA and ALP. Also, any amount you withdraw during the waiting period will set all benefits under the rider to zero until the end of the waiting period when they will be reestablished based on the contract value at that time. You should consult your tax advisor before you select this optional rider if you have any questions about the use of the rider in your tax situation because: - TAX CONSIDERATIONS FOR NONQUALIFIED ANNUITIES: Under current federal income tax law, withdrawals under nonqualified annuities, including withdrawals taken from the contract under the terms of the rider, are treated less favorably than amounts received as annuity payments under the contract (see "Taxes -- Nonqualified Annuities"). Also, withdrawals before age 59 1/2 may 7 incur a 10% IRS early withdrawal penalty and may be considered taxable income. You should consult your tax advisor before you select this optional rider if you have any questions about the use of the rider in your tax situation. - TAX CONSIDERATIONS FOR QUALIFIED ANNUITIES: Qualified annuities have minimum distribution rules that govern the timing and amount of distributions from the annuity contract (see "Taxes -- Qualified Annuities -- Required Minimum Distributions"). If you have a qualified annuity, you may need to take an RMD during the waiting period and such withdrawals will set all benefits under the rider to zero until the end of the waiting period when they will be reestablished based on the contract value at that time. While the rider permits certain excess withdrawals to be taken after the waiting period for the purpose of satisfying RMD requirements for your contract alone without reducing future benefits guaranteed under the rider, there can be no guarantee that changes in the federal income tax law after the effective date of the rider will not require a larger RMD to be taken, in which case, future guaranteed withdrawals under the rider could be reduced. See Appendix F for additional information. - LIMITATIONS ON TSAS: Your right to take withdrawals is restricted if your contract is a TSA (see "TSA -- Special Provisions"). BASIC BENEFIT DESCRIPTION THE GBA AND RBA ARE DETERMINED AT THE FOLLOWING TIMES, SUBJECT TO THE MAXIMUM AMOUNT OF $5,000,000, CALCULATED AS DESCRIBED: - At contract issue -- the GBA and RBA are equal to the initial purchase payment, plus any purchase payment credit. - When you make additional purchase payments -- If a withdrawal is taken during the waiting period, the GBA and RBA will not change when a subsequent purchase payment is made during the waiting period. Prior to any withdrawal during the waiting period and after the waiting period, each additional purchase payment will have its own GBA and RBA established equal to the amount of the purchase payment, plus any purchase payment credit. - At step up -- (see "Annual Step Up" heading below). - At spousal continuation -- (see "Spousal Option to Continue the Contract upon Owner's Death" heading below). - When an individual RBA is reduced to zero -- the GBA that is associated with that RBA will also be set to zero. - When you take a withdrawal during the waiting period -- the total GBA and total RBA will be set equal to zero until the end of the waiting period. - When you take a withdrawal after the waiting period and the amount withdrawn is: (a) less than or equal to the total RBP -- the total RBA is reduced by the amount of the withdrawal and the GBA remains unchanged. If there have been multiple purchase payments, both the total GBA and each payment's GBA remain unchanged, and each payment's RBA is reduced in proportion to its RBP. (b) greater than the total RBP -- excess withdrawal processing will be applied to the GBA and RBA. - On the rider anniversary at the end of the waiting period -- If the first withdrawal is taken during the waiting period and you did not decline a rider fee increase, the total GBA and the total RBA will be reset to the contract value. If the first withdrawal is taken during the waiting period and you decline a rider fee increase, the total GBA and the total RBA will be reset to the lesser of (1) the GBA at the time of the first withdrawal, plus any additional purchase payments and any purchase payment credits since the time of the first withdrawal, minus all withdrawals, or (2) the contract value. - Upon certain changes to your PN model portfolio -- (See "Use of Portfolio Navigator Asset Allocation Program Required," described above). GBA EXCESS WITHDRAWAL PROCESSING The total GBA will automatically be reset to the lesser of (a) the total GBA immediately prior to the withdrawal; or (b) the contract value immediately following the withdrawal. If there have been multiple purchase payments, each payment's GBA after the withdrawal will be reset to equal that payment's RBA after the withdrawal plus (a) times (b), where: (a) is the ratio of the total GBA after the withdrawal less the total RBA after the withdrawal to the total GBA before the withdrawal less the total RBA after the withdrawal; and (b) is each payment's GBA before the withdrawal less that payment's RBA after the withdrawal. RBA EXCESS WITHDRAWAL PROCESSING The total RBA will automatically be reset to the lesser of (a) the contract value immediately following the withdrawal, or (b) the total RBA immediately prior to the withdrawal, less the amount of the withdrawal. If there have been multiple purchase payments, both the total RBA and each payment's RBA will be reset. The total RBA will be reset according to the excess withdrawal processing described above. Each payment's RBA will be reset in the following manner: 1. The withdrawal amount up to the total RBP is taken out of each RBA bucket in proportion to its individual RBP at the time of the withdrawal; and 8 2. The withdrawal amount above the total RBP and any amount determined by the excess withdrawal processing are taken out of each RBA bucket in proportion to its RBA at the time of the withdrawal. GBP PERCENTAGE AND ALP PERCENTAGE: We use two percentages (6% and 5%) to calculate your GBP and ALP. The percentage used can vary as described below: During the waiting period, 6% will be used to determine the amount payable to beneficiaries under the RBA Payout Option described below. After the waiting period, a comparison of your contract value and the WAB determines your GBP Percentage and ALP Percentage, unless the percentage is fixed as described below. On each valuation date, if the benefit determining percentage is less than the 20% adjustment threshold, then 6% is used in calculating your GBP and ALP; otherwise, 5% is used. Market volatility and returns and the deduction of fees could impact your benefit determining percentage. The benefit determining percentage is calculated as follows but will not be less than zero: 1 - (a/b) a = contract value at the end of the prior valuation period b = WAB at the end of the prior valuation period
When the first withdrawal in a contract year is taken, the GBP Percentage and ALP Percentage will be set and fixed for the remainder of that contract year. Beginning on the next rider anniversary, the GBP Percentage and ALP Percentage can change on each valuation date as described above until a withdrawal is taken in that contract year. Under certain limited situations, your GBP Percentage and ALP Percentage will not vary each contract year. They will be set at the earliest of (1), (2) or (3) below and remain fixed for as long as the benefit is payable: (1) when the RBA Payout Option is elected, or (2) if the ALP is established, when your contract value on a rider anniversary is less than two times the ALP (for the purpose of this calculation only, the ALP is determined using 5%; the ALP Percentage used to determine your ALP going forward will be either 6% or 5%), or (3) when the contract value reduces to zero. For certain periods of time at our discretion and on a non-discriminatory basis, your GBP Percentage and ALP Percentage may be set by us to 6% if more favorable to you. WITHDRAWAL ADJUSTMENT BASE (WAB): One of the components used to determine GBP Percentage and ALP Percentage. The maximum WAB is $5,000,000. The WAB cannot be withdrawn or annuitized and is not payable as a death benefit, THE WAB IS DETERMINED AT THE FOLLOWING TIMES, CALCULATED AS DESCRIBED: - At Rider Effective Date -- the WAB is set equal to the initial purchase payment, plus any purchase payment credit. - When a subsequent purchase payment is made -- before a withdrawal is taken in the waiting period and at any time after the waiting period, the WAB will be increased by the amount of each additional purchase payment, plus any purchase payment credit. - When a withdrawal is taken -- if the first withdrawal is taken during the waiting period, the WAB will be set equal to zero until the end of the waiting period. Whenever a withdrawal is taken after the waiting period, the WAB will be reduced by the amount in (A) unless the withdrawal is an excess withdrawal for the lifetime benefit (or the basic benefit if the ALP is not established) when it will be set equal to the amount in (B). (A) The WAB is reduced by an amount as calculated below: a X b where: ----- c
A = the amount the contract value is reduced by the withdrawal B = WAB on the date of (but prior to) the withdrawal C = the contract value on the date of (but prior to) the withdrawal. (B) If the ALP is not established and the current withdrawal exceeds the RBP, the WAB will be reset to the GBA immediately following excess withdrawal processing. If the ALP is established and the current withdrawal exceeds the RALP, the WAB will be reset to the ALP divided by the current ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above). In this calculation, we use the ALP immediately following excess withdrawal processing. - On rider anniversaries -- unless you decline a rider fee increase, the WAB will be increased to the contract value on each rider anniversary, if the contract value is greater, except as follows: 9 (A) If a withdrawal is taken during the waiting period, the WAB will be increased to the contract value on each rider anniversary beginning at the end of the waiting period, if the contract value is greater. (B) If you decline a rider fee increase and a withdrawal is taken during the waiting period, on the third anniversary the WAB will be reset to the lesser of (1) the GBA at the time of the first withdrawal, plus any additional purchase payments and any purchase payment credits since the time of the first withdrawal, minus all withdrawals, or (2) the contract value. - Upon certain changes to your PN model portfolio -- (See "Use of Portfolio Navigator Asset Allocation Program Required," described above). GUARANTEED BENEFIT PAYMENT (GBP): At any time, the amount available for withdrawal in each contract year after the waiting period, until the RBA is reduced to zero, under the basic benefit. After the waiting period the annual withdrawal amount guaranteed under the rider can vary each contract year. At any point in time, each payment's GBP is the lesser of (a) and (b) where (a) is the GBA for that payment multiplied by the current GBP percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above) and (b) is the RBA for that payment. The total GBP is the sum of the GBPs for each purchase payment. REMAINING BENEFIT PAYMENT (RBP): The amount available for withdrawal for the remainder of the contract year under the basic benefit. At any point in time, the total RBP is the sum of the RBPs for each purchase payment. THE RBP IS DETERMINED AT THE FOLLOWING TIMES, CALCULATED AS DESCRIBED: - During the waiting period -- the RBP will be zero. - At the beginning of any contract year after the waiting period and when the GBP Percentage changes -- the RBP for each purchase payment is set equal to that purchase payment's GBP. - When you make additional purchase payments after the waiting period -- each additional purchase payment has its own RBP equal to the purchase payment, plus any purchase payment credit, multiplied by the GBP Percentage. - At step up -- (see "Annual Step Up" heading below). - At spousal continuation -- (see "Spousal Option to Continue the Contract upon Owner's Death" heading below). - When you make any withdrawal after the waiting period -- the total RBP is reset to equal the total RBP immediately prior to the withdrawal less the amount of the withdrawal, but not less than zero. If there have been multiple purchase payments, each payment's RBP is reduced proportionately. IF YOU WITHDRAW AN AMOUNT GREATER THAN THE RBP, GBA EXCESS WITHDRAWAL PROCESSING AND RBA EXCESS WITHDRAWAL PROCESSING ARE APPLIED and the amount available for future withdrawals for the remainder of the contract's life may be reduced by more than the amount of withdrawal. When determining if a withdrawal will result in the excess withdrawal processing, the applicable RBP will not yet reflect the amount of the current withdrawal. LIFETIME BENEFIT DESCRIPTION SINGLE LIFE ONLY: COVERED PERSON: The person whose life is used to determine when the ALP is established, and the duration of the ALP payments (see "Annual Lifetime Payment (ALP)" heading below). The covered person is the oldest contract owner. If any owner is a nonnatural person, i.e., a trust or corporation, the covered person is the oldest annuitant. JOINT LIFE ONLY: COVERED SPOUSES: The contract owner and his or her legally married spouse as defined under federal law, as named on the application for as long as the marriage is valid and in effect. If any contract owner is a nonnatural person (e.g., a trust), the covered spouses are the annuitant and the legally married spouse of the annuitant. The covered spouses lives are used to determine when the ALP is established, and the duration of the ALP payments (see "Annual Lifetime Payment (ALP)" heading below). The covered spouses are established on the rider effective date and cannot be changed. ANNUAL LIFETIME PAYMENT ATTAINED AGE (ALPAA): - SINGLE LIFE: The covered person's age after which time the lifetime benefit can be established. Currently, the lifetime benefit can be established on the later of the contract effective date or the contract anniversary date on/following the date the covered person reaches age 65. - JOINT LIFE: The age of the younger covered spouse at which time the lifetime benefit is established. ANNUAL LIFETIME PAYMENT (ALP): The ALP is the lifetime benefit amount available for withdrawals in each contract year after the waiting period until the later of: - SINGLE LIFE: death; or - JOINT LIFE: death of the last surviving covered spouse; or - the RBA is reduced to zero. The maximum ALP is $300,000. Prior to establishment of the ALP, the lifetime benefit is not in effect and the ALP is zero. THE ALP IS DETERMINED AT THE FOLLOWING TIMES: - SINGLE LIFE: Initially the ALP is established on the earliest of the following dates: (a) the rider effective date if the covered person has already reached age 65, 10 (b) the rider anniversary following the date the covered person reaches age 65, - if during the waiting period and no prior withdrawal has been taken; or - if after the waiting period. (c) the rider anniversary following the end of the waiting period if the covered person is age 65 before the end of the waiting period and a prior withdrawal had been taken. The ALP is established as the total RBA multiplied by the ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above). - JOINT LIFE: Initially the ALP is established on the earliest of the following dates: (a) the rider effective date if the younger covered spouse has already reached age 65. (b) the rider anniversary on/following the date the younger covered spouse reaches age 65. (c) upon the first death of a covered spouse, then (1) the date we receive written request when the death benefit is not payable and the surviving covered spouse has already reached age 65; or (2) the date spousal continuation is effective when the death benefit is payable and the surviving covered spouse has already reached age 65; or (3) the rider anniversary on/following the date the surviving covered spouse reaches age 65. (d) Following dissolution of marriage of the covered spouses, (1) the date we receive written request if the remaining covered spouse who is the owner (or annuitant in the case of nonnatural ownership) has already reached age 65; or (2) the rider anniversary on/following the date the remaining covered spouse who is the owner (or annuitant in the case of nonnatural ownership) reaches age 65. For (b), (c) and (d) above, if the date described occurs during the waiting period and a prior withdrawal had been taken, we use the rider anniversary following the end of the waiting period to establish the ALP. The ALP is established as the total RBA multiplied by the ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above). - Whenever the ALP Percentage changes -- (a) If the ALP Percentage is changing from 6% to 5%, the ALP is reset to the ALP multiplied by 5%, divided by 6%. (b) If the ALP Percentage is changing from 5% to 6%, the ALP is reset to the ALP multiplied by 6%, divided by 5%. - When you make an additional purchase payment -- Before a withdrawal is taken in the waiting period and at any time after the waiting period, each additional purchase payment increases the ALP by the amount of the purchase payment, plus any purchase payment credit, multiplied by the ALP Percentage. - When you make a withdrawal: (a) During the waiting period, the ALP, if established, will be set equal to zero until the end of the waiting period. (b) After the waiting period, if the amount withdrawn is: (i) less than or equal to the RALP, the ALP is unchanged. (ii) greater than the RALP, ALP EXCESS WITHDRAWAL PROCESSING will occur. If you withdraw less than the ALP in a contract year, there is no carry over to the next contract year. - On the rider anniversary at the end of the waiting period -- If you took a withdrawal during the waiting period, the ALP is set equal to the contract value multiplied by the ALP Percentage if the covered person (JOINT LIFE: younger covered spouse) has reached age 65. - At step ups -- (see "Annual Step Up" heading below). - At spousal continuation -- (see "Spousal Option to Continue the Contract upon Owner's Death" heading below). - Upon certain changes to your PN model portfolio -- (see "Use of Portfolio Navigator Asset Allocation Program Required," heading above). ALP EXCESS WITHDRAWAL PROCESSING The ALP is reset to the lesser of the ALP immediately prior to the withdrawal, or the ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above) multiplied by the contract value immediately following the withdrawal. 11 REMAINING ANNUAL LIFETIME PAYMENT (RALP): The amount available for withdrawal for the remainder of the contract year under the lifetime benefit. Prior to establishment of the ALP, the lifetime benefit is not in effect and the RALP is zero. THE RALP IS DETERMINED AT THE FOLLOWING TIMES: - The RALP is established at the same time as the ALP, and: (a) During the waiting period -- the RALP will be zero. (b) At any other time -- the RALP is established equal to the ALP less all prior withdrawals taken in the contract year but not less than zero. - At the beginning of each contract year after the waiting period and when the ALP Percentage changes -- the RALP is set equal to the ALP. - When you make additional purchase payments after the waiting period -- each additional purchase payment increases the RALP by the purchase payment, plus any purchase payment credit, multiplied by the ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above). - At step ups -- (see "Annual Step Up" headings below). - At spousal continuation -- (see "Spousal Option to Continue the Contract upon Owner's Death" heading below). - When you make any withdrawal after the waiting period -- the RALP equals the RALP immediately prior to the withdrawal less the amount of the withdrawal but not less than zero. IF YOU WITHDRAW AN AMOUNT GREATER THAN THE RALP, ALP EXCESS WITHDRAWAL PROCESSING IS APPLIED and may reduce the amount available for future withdrawals. When determining if a withdrawal will result in excess withdrawal processing, the applicable RALP will not yet reflect the amount of the current withdrawal. OTHER PROVISIONS REQUIRED MINIMUM DISTRIBUTIONS (RMD): If you are taking RMDs from your contract and your RMD calculated separately for your contract is greater than the RBP or the RALP on the most recent contract anniversary, the portion of your RMD that exceeds the benefit amount will not be subject to excess withdrawal processing provided that the following conditions are met: - The withdrawal is after the waiting period; - The RMD is for your contract alone; - The RMD is based on your recalculated life expectancy taken from the Uniform Lifetime Table under the Code; and - The RMD amount is otherwise based on the requirements of section 401(a) (9), related Code provisions and regulations thereunder that were in effect on the effective date of the rider. RMD rules follow the calendar year which most likely does not coincide with your contract year and therefore may limit when you can take your RMD and not be subject to excess withdrawal processing. Any withdrawal during the waiting period will reset the basic benefit and lifetime benefit at the end of the waiting period. After the waiting period, withdrawal amounts greater than the RALP or RBP that do not meet the conditions above will result in excess withdrawal processing. The amount in excess of the RBP and/or RALP that is not subject to excess withdrawal processing will be recalculated if the RALP and RBP change due to GBP Percentage and ALP Percentage changes. See Appendix F for additional information. ANNUAL STEP UP: Beginning with the first contract anniversary, an increase of the benefit values may be available. A step up does not create contract value, guarantee the performance of any investment option, or provide a benefit that can be withdrawn in a lump sum or paid upon death. Rather, a step up determines the current values of the GBA, RBA, GBP, RBP, ALP and RALP, and may extend the payment period or increase the allowable payment. If there have been multiple payments and the GBA increases due to the step up, the individual GBAs, RBAs, GBPs, and RBPs will be combined. The annual step up may be available as described below, subject to the maximum GBA, RBA and ALP and subject to the following rules: - You have not declined a rider fee increase. - If you take any withdrawals during the waiting period the annual step up will not be available until the rider anniversary following the end of the waiting period. - On any rider anniversary where your contract value is greater than the RBA or, your contract value multiplied by the ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above) is greater than the ALP, if established, the annual step up will be applied to your contract on the rider anniversary. - The ALP and RALP are not eligible for step ups until they are established. Prior to being established, the ALP and RALP values are both zero. - Please note it is possible for the ALP to step up even if the RBA or GBA do not step up, and it is also possible for the RBA and GBA to step up even if the ALP does not step up. 12 The annual step up resets the GBA, RBA, GBP, RBP, ALP and RALP values as follows: - The total RBA will be increased to the contract value on the rider anniversary, if the contract value is greater. - The total GBA will be increased to the contract value on the rider anniversary, if the contract value is greater. - The total GBP will be reset using the calculation as described above based on the increased GBA and RBA. - The total RBP will be reset as follows: (a) During the waiting period, the RBP will not be affected by the step up. (b) After the waiting period, the RBP will be reset to the increased GBP. - The ALP will be increased to the contract value on the rider anniversary multiplied by the ALP Percentage (either 5% or 6% as described under "GBP Percentage and ALP Percentage" heading above), if greater than the current ALP. - The RALP will be reset as follows: (a) During the waiting period, the RALP will not be affected by the step up. (b) After the waiting period, the RALP will be reset to the increased ALP. SPOUSAL OPTION TO CONTINUE THE CONTRACT UPON OWNER'S DEATH ("SPOUSAL CONTINUATION"): SINGLE LIFE: If a surviving spouse elects to continue the contract and continues the contract as the new owner under the spousal continuation provision of the contract, the SecureSource Flex -- Single Life rider terminates. JOINT LIFE: If a surviving spouse is a covered spouse and elects the spousal continuation provision of the contract as the new owner, the SecureSource Flex -- Joint Life rider also continues. The surviving covered spouse can name a new beneficiary; however, a new covered spouse cannot be added to the rider. At the time of spousal continuation, a step-up may be available. If you decline a rider fee increase or the spousal continuation occurs during the waiting period and a withdrawal was taken, a step up is not available. All annual step- up rules (see "Annual Step-Up" heading above) also apply to the spousal continuation step-up except that a) the RBP will be calculated as the GBP after the step-up less all prior withdrawals taken during the current contract year, but not less than zero, and b) the RALP will be calculated as the ALP after the step-up less all prior withdrawals taken during the current contract year, but not less than zero. The spousal continuation step-up is processed on the valuation date spousal continuation is effective. RULES FOR WITHDRAWAL PROVISION OF YOUR CONTRACT: Minimum account values following a withdrawal no longer apply to your contract. For withdrawals, the withdrawal will be taken from the variable subaccounts and the regular fixed account (if applicable) in the same proportion as your interest in each bears to the contract value less amounts in any Special DCA fixed account. You cannot specify from which accounts the withdrawal is to be taken. IF CONTRACT VALUE REDUCES TO ZERO: If the contract value reduces to zero, you will be paid in the following scenarios: 1) The ALP has not yet been established, the total RBA is greater than zero and the contract value is reduced to zero as a result of fees or charges or a withdrawal that is less than or equal to the RBP. In this scenario, you can choose to: (a) receive the remaining schedule of GBPs until the RBA equals zero; or (b) SINGLE LIFE: wait until the rider anniversary following the date the covered person reaches age 65, and then receive the ALP annually until the latter of (i) the death of the covered person, or (ii) the RBA is reduced to zero. JOINT LIFE: wait until the rider anniversary following the date the younger covered spouse reaches age 65, and then receive the ALP annually until the latter of (i) the death of the last surviving covered spouse, or (ii) the RBA is reduced to zero. We will notify you of this option. If no election is made, the ALP will be paid. 2) The ALP has been established, the total RBA is greater than zero and the contract value reduces to zero as a result of fees or charges, or a withdrawal that is less than or equal to both the RBP and the RALP. In this scenario, you can choose to receive: (a) the remaining schedule of GBPs until the RBA equals zero; or (b) SINGLE LIFE: the ALP annually until the latter of (i) the death of the covered person, or (ii) the RBA is reduced to zero. JOINT LIFE: the ALP annually until the latter of (i) the death of the last surviving covered spouse, or (ii) the RBA is reduced to zero. We will notify you of this option. If no election is made, the ALP will be paid. 3) The ALP has been established and the contract value falls to zero as a result of a withdrawal that is greater than the RALP but less than or equal to the RBP. In this scenario, the remaining schedule of GBPs will be paid until the RBA equals zero. 13 4) The ALP has been established and the contract value falls to zero as a result of a withdrawal that is greater than the RBP but less than or equal to the RALP. In this scenario, the ALP will be paid annually until the death of the: - SINGLE LIFE: covered person; - JOINT LIFE: last surviving covered spouse. Under any of these scenarios: - The annualized amounts will be paid to you in monthly installments. If the monthly payment is less than $100, we have the right to change the frequency but no less frequent than annually; - We will no longer accept additional purchase payments; - You will no longer be charged for the rider; - Any attached death benefit riders will terminate; - In determining the remaining schedule of GBPs, the current GBP is fixed for as long as payments are made. - SINGLE LIFE: The death benefit becomes the remaining payments, if any, until the RBA is reduced to zero; and - JOINT LIFE: If the owner had been receiving the ALP, upon the first death the ALP will continue to be paid annually until the later of: 1) the death of the last surviving covered spouse or 2) the RBA is reduced to zero. In all other situations the death benefit becomes the remaining payments, if any, until the RBA is reduced to zero. The SecureSource Flex rider and the contract will terminate under either of the following two scenarios: - If the ALP is established and the RBA is zero, and if the contract value falls to zero as a result of a withdrawal that is greater than the RALP. This is full withdrawal of the contract value. - If the ALP is not established and the RBA is zero, and if the contract value falls to zero as a result of fees, charges or a withdrawal. AT DEATH: SINGLE LIFE: If the contract is jointly owned and an owner dies when the contract value is greater than zero, the lifetime benefit for the covered person will cease even if the covered person is still living. If the contract value is greater than zero when the death benefit becomes payable, the beneficiary may: 1) elect to take the death benefit under the terms of the contract, 2) take the RBA payout option available under this rider, or 3) continue the contract under the spousal continuation provision of the contract which terminates the rider. If the contract value equals zero and the death benefit becomes payable, the following will occur: - If the RBA is greater than zero and the owner has been receiving the GBP each year, the GBP will continue to be paid to the beneficiary until the RBA equals zero. - If the covered person dies and the RBA is greater than zero and the owner has been receiving the ALP each year, the ALP will continue to be paid to the beneficiary until the RBA equals zero. - If the covered person is still alive and the RBA is greater than zero and the owner has been receiving the ALP each year, the ALP will continue to be paid to the beneficiary until the later of the death of the covered person or the RBA equals zero. - If the covered person is still alive and the RBA equals zero and the owner has been receiving the ALP each year, the ALP will continue to be paid to the beneficiary until the death of the covered person. - If the covered person dies and the RBA equals zero, the benefit terminates. No further payments will be made. JOINT LIFE: If the death benefit becomes payable at the death of a covered spouse, the surviving covered spouse must utilize the spousal continuation provision of the contract and continue the contract as the new owner to continue the joint benefit. If spousal continuation is not available under the terms of the contract, the rider terminates. The lifetime benefit of this rider ends at the death of the last surviving covered spouse. If the contract value is greater than zero when the death benefit becomes payable, the beneficiary may: 1) elect to take the death benefit under the terms of the contract, 2) take the RBA payout option available under this rider, or 3) continue the contract under the spousal continuation provision of the contract. If the contract value equals zero at the first death of a covered spouse, the ALP will continue to be paid annually until the later of: 1) the death of the last surviving covered spouse or 2) the RBA is reduced to zero. If the contract value equals zero at the death of the last surviving covered spouse, the following will occur: - If the RBA is greater than zero and the owner has been receiving the GBP each year, the GBP will continue to be paid to the beneficiary until the RBA equals zero. - If the RBA is greater than zero and the owner has been receiving the ALP each year, the ALP will continue to be paid to the beneficiary until the RBA equals zero. - If the RBA equals zero, the benefit terminates. No further payments will be made. 14 CONTRACT OWNERSHIP CHANGE: SINGLE LIFE: If allowed by state law, change of ownership is subject to our approval. If there is a change of ownership and the covered person remains the same, the rider continues with no change to any of the rider benefits. If there is a change of ownership and the covered person would be different, the rider terminates. JOINT LIFE: Ownership changes are only allowed between the covered spouses or their revocable trust(s) and are subject to our approval, if allowed by state law. No other ownership changes are allowed as long as the rider is in force. REMAINING BENEFIT AMOUNT (RBA) PAYOUT OPTION: Several annuity payout plans are available under the contract. As an alternative to these annuity payout plans, a fixed annuity payout option is available under the SecureSource Flex rider after the waiting period. Under this option the amount payable each year will be equal to the remaining schedule of GBPs, but the total amount paid will not exceed the current total RBA at the time you begin this fixed annuity payout option. These annualized amounts will be paid in monthly installments. If the monthly payment is less than $100, we have the right to change the frequency, but no less frequently than annually. If, at the death of the owner, total payouts have been made for less than the RBA, the remaining payouts will be paid to the beneficiary (see "The Annuity Payout Period" and "Taxes"). This option may not be available if the contract is issued to qualify under section 403 or 408 of the Code, as amended. For such contracts, this option will be available only if the guaranteed payment period is less than the life expectancy of the owner at the time the option becomes effective. Such life expectancy will be computed using a life expectancy table published by the IRS. This annuity payout option may also be elected by the beneficiary when the death benefit is payable. Whenever multiple beneficiaries are designated under the contract, each such beneficiary's share of the proceeds if they elect this option will be in proportion to their applicable designated beneficiary percentage. Beneficiaries of nonqualified contracts may elect this settlement option subject to the distribution requirements of the contract. We reserve the right to adjust the remaining schedule of GBPs if necessary to comply with the Code. RIDER TERMINATION The SecureSource Flex rider cannot be terminated either by you or us except as follows: 1. SINGLE LIFE: a change of ownership that would result in a different covered person will terminate the rider. 2. SINGLE LIFE: After the death benefit is payable, continuation of the contract will terminate the rider. 3. JOINT LIFE: After the death benefit is payable the rider will terminate if: (a) any one other than a covered spouse continues the contract, or (b) a covered spouse does not use the spousal continuation provision of the contract to continue the contract. 4. Annuity payouts under an annuity payout plan will terminate the rider. 5. You may terminate the rider if your annual rider fee after any fee increase is more than 0.25% higher than your fee before the increase (See "Charges -- SecureSource Flex rider fee"). 6. When the RBA and contract value are zero and either the ALP is not established or an excess withdrawal of the RALP is taken, the rider will terminate. 7. Termination of the contract for any reason will terminate the rider. 15 EXAMPLE -- SECURESOURCE FLEX EXAMPLE #1: LIFETIME BENEFIT NOT ESTABLISHED AT THE TIME THE CONTRACT AND RIDER ARE PURCHASED. ASSUMPTIONS: - You purchase the contract with a payment of $100,000 and make no additional payments to the contract. - You are the sole owner. You (and your spouse for the joint benefit) are age 61. - Annual Step-ups are applied each anniversary when available, where the contract value is greater than the RBA and/or the contract value times the ALP Percentage is greater than the ALP. Applied Annual Step-ups are indicated in BOLD. - You elect the Moderate model portfolio at issue.
HYPOTHETICAL LIFETIME CONTRACT ASSUMED BASIC BENEFIT BENEFIT DURATION PURCHASE PARTIAL CONTRACT ------------------------------------- --------------- IN YEARS PAYMENTS WITHDRAWALS VALUE WAB BDP GBA RBA GBP RBP ALP RALP At Issue $100,000 NA $100,000 $100,000 0.0% $100,000 $100,000 $6,000 $ 0 NA NA 1 0 0 98,000 100,000 2.0% 100,000 100,000 6,000 0 NA NA 2 0 0 105,000 105,000 0.0% 105,000 105,000 6,300 0 NA NA 3 0 0 125,000 125,000 0.0% 125,000 125,000 7,500 7,500 NA NA 3.5 0 6,000 111,000 118,590 6.4% 125,000 119,000 7,500 1,500 NA NA 4 0 0 104,000 118,590 12.3% 125,000 119,000 7,500 7,500 7,140(1) 7,140(1) 5 0 0 90,000 118,590 24.1% 125,000 119,000 6,250(2) 6,250(2) 5,950(2) 5,950(2) 6 0 0 95,000 118,590 19.9% 125,000 119,000 7,500 7,500 7,140 7,140 6.5 0 7,500 87,500 87,500(3) 0.0% 125,000 111,500 7,500 0 5,250(3) 0 7 0 0 90,000 90,000 0.0% 125,000 111,500 7,500 7,500 5,400 5,400 7.5 0 10,000 70,000 70,000(4) 0.0% 70,000(4) 70,000(4) 4,200(4) 0 4,200(4) 0 8 0 0 75,000 75,000 0.0% 75,000 75,000 4,500 4,500 4,500 4,500
(1) The ALP and RALP are established on the contract anniversary following the date the Covered Person (younger Covered Spouse for Joint) reaches age 65 as the RBA times the ALP Percentage. (2) The ALP Percentage and GBP Percentage are 6% when the BDP is less than 20% and 5% when the BDP is greater than or equal to 20%. (3) The $7,500 withdrawal is greater than the $7,140 RALP allowed under the lifetime benefit and therefore excess withdrawal processing is applied to the ALP, resetting the ALP to the lesser of the prior ALP or the ALP Percentage times the contract value following the withdrawal. The WAB is reset to the ALP after the reset divided by the current ALP Percentage. The BDP at the time of withdrawal is less than 20%, so the ALP Percentage and GBP Percentage are set at 6% for the remainder of the contract year. (4) The $10,000 withdrawal is greater than both the $7,500 RBP allowed under the basic benefit and the $5,400 RALP allowed under the lifetime benefit and therefore excess withdrawal processing is applied to both benefits. The GBA is reset to the lesser of the prior GBA or the contract value following the withdrawal. The RBA is reset to the lesser of the prior RBA less the withdrawal or the contract value following the withdrawal. The ALP is reset to the lesser of the prior ALP or the ALP Percentage times the contract value following the withdrawal. The WAB is reset to the ALP after the reset divided by the current ALP Percentage. The BDP at the time of withdrawal is less than 20%, so the ALP Percentage and GBP Percentage are set at 6% for the remainder of the contract year. 16 EXAMPLE #2: LIFETIME BENEFIT ESTABLISHED AT THE TIME THE CONTRACT AND RIDER ARE PURCHASED. ASSUMPTIONS: - You purchase the contract with a payment of $100,000 and make no additional payments to the contract. - You are the sole owner. You (and your spouse for the joint benefit) are age 65. - Annual Step-ups are applied each anniversary when available, where the contract value is greater than the RBA and/or the contract value times the ALP Percentage is greater than the ALP. Applied Annual Step-ups are indicated in BOLD. - You elect the Moderate model portfolio at issue. On the 7th contract anniversary, you elect to change to the Moderately Aggressive model portfolio. The target model portfolio under the contract is the Moderate model portfolio.
HYPOTHETICAL LIFETIME CONTRACT ASSUMED BASIC BENEFIT BENEFIT DURATION PURCHASE PARTIAL CONTRACT ------------------------------------- --------------- IN YEARS PAYMENTS WITHDRAWALS VALUE WAB BDP GBA RBA GBP RBP ALP RALP At Issue $100,000 NA $100,000 $100,000 0.0% $100,000 $100,000 $6,000 $ 0 $6,000 $ 0 1 0 0 105,000 105,000 0.0% 105,000 105,000 6,300 0 6,300 0 2 0 0 110,000 110,000 0.0% 110,000 110,000 6,600 0 6,600 0 3 0 0 105,000 110,000 4.5% 110,000 110,000 6,600 6,600(1) 6,600 6,600(1) 3.5 0 6,000 99,000 103,714 4.5% 110,000 104,000 6,600 600 6,600 600 4 0 0 95,000 103,714 8.4% 110,000 104,000 6,600 6,600 6,600 6,600 5 0 0 75,000 103,714 27.7% 90,000 104,000 5,500(2) 4,500(3) 5,500(2) 5,500(2) 5.5 0 10,000 70,000 70,000(3) 0.0% 70,000 70,000 3,500(3) 3,500(4) 3,500(3) 3,500(3) 6 0 0 75,000 75,000 0.0% 75,000 75,000 4,500 4,500 4,500 4,500 7 0 0 70,000 70,000(4) 0.0% 70,000(4) 70,000(4) 4,200(4) 4,200(5) 4,200(4) 4,200(4)
(1) At the end of the 3-Year waiting period, the RBP and RALP are set equal to the GBP and ALP, respectively. (2) The ALP Percentage and GBP Percentage are 6% when the BDP is less than 20% and 5% when the BDP is greater than or equal to 20%. (3) The $10,000 withdrawal is greater than both the $5,500 RBP and RALP allowed under the basic benefit and lifetime benefit, therefore excess withdrawal processing is applied to both benefits. The GBA is reset to the lesser of the prior GBA or the contract value following the withdrawal. The RBA is reset to the lesser of the prior RBA less the withdrawal or the contract value following the withdrawal. The ALP is reset to the lesser of the prior ALP or the ALP Percentage times the contract value following the withdrawal. The WAB is reset to the ALP after the reset divided by the current ALP Percentage. The BDP at the time of withdrawal is greater than or equal to 20%, so the ALP Percentage and GBP Percentage are set at 5% for the remainder of the contract year. (4) Allocation to the Moderately Aggressive model portfolio during a withdrawal phase will reset the benefit. The GBA is reset to the lesser of the prior GBA or the contract value. The RBA is reset to the lesser of the prior RBA or the contract value. The ALP is reset to the lesser of the prior ALP or the ALP Percentage times the contract value. Any future withdrawals will reallocate your contract value to the Moderate model portfolio if you are invested more aggressively than the Moderate model portfolio. The WAB is reset to the ALP after the reset divided by the current ALP Percentage. 17 THE FOLLOWING SECTION REPLACES APPENDIX F: APPENDIX F: SECURESOURCE RIDERS -- ADDITIONAL RMD DISCLOSURE This appendix describes our current administrative practice for determining the amount of withdrawals in any contract year which an owner may take under a SecureSource rider or GWB for Life rider to satisfy the RMD rules under 401(a)(9) of the Code without application of the excess withdrawal processing described in the rider. We reserve the right to modify this administrative practice at any time upon 30 days' written notice to you. For SecureSource Flex riders, owners subject to annual RMD rules under Section 401(a)(9) of the Code, withdrawing from this contract during the waiting period to satisfy these rules will set your benefits to zero. Amounts you withdraw from this contract ( for SecureSource Flex riders, amounts you withdraw from this contract after the waiting period) to satisfy these rules are not subject to excess withdrawal processing under the terms of the rider subject to the following rules and our current administrative practice: (1) If on the date we calculated your Annual Life Expectancy Required Minimum Distribution Amount (ALERMDA), it is greater than the RBP from the beginning of the current contract year (for SecureSource Flex riders, adjusted for any subsequent changes between 5% and 6% as described under "GBP Percentage and ALP Percentage"), - Basic Additional Benefit Amount (BABA) will be set equal to that portion of your ALERMDA that exceeds the RBP from the beginning of the current contract year (for SecureSource Flex riders, adjusted for any subsequent changes between 5% and 6% as described under "GBP Percentage and ALP Percentage"). - Any withdrawals taken in a contract year will count first against and reduce the RBP for that contract year. - Once the RBP for the current contract year has been depleted, any additional amounts withdrawn will count against and reduce the BABA. These withdrawals will not be considered excess withdrawals with regard to the GBA and RBA as long as they do not exceed the remaining BABA. - Once the BABA has been depleted, any additional withdrawal amounts will be considered excess withdrawals with regard to the GBA and RBA and will subject them all to the excess withdrawal processing described in the SecureSource rider. (2) If on the date we calculated your ALERMDA, it is greater than the RALP from the beginning of the current Contract Year (for SecureSource Flex riders, adjusted for any subsequent changes between 5% and 6% as described under "GBP Percentage and ALP Percentage"), - A Lifetime Additional Benefit Amount (LABA) will be set equal to that portion of your ALERMDA that exceeds the RALP from the beginning of the current contract year (for SecureSource Flex riders, adjusted for any subsequent changes between 5% and 6% as described under "GBP Percentage and ALP Percentage"). - Any withdrawals taken in a contract year will count first against and reduce the RALP for that contract year. - Once the RALP for the current contract year has been depleted, any additional amounts withdrawn will count against and reduce the LABA. These withdrawals will not be considered excess withdrawals with regard to the ALP as long as they do not exceed the remaining LABA. - Once the LABA has been depleted, any additional withdrawal amounts will be considered excess withdrawals with regard to the ALP and will subject the ALP to the excess withdrawal processing described by the SecureSource rider. (3) If the ALP is established on a policy anniversary where your current ALERMDA is greater than the new RALP, - An initial LABA will be set equal to that portion of your ALERMDA that exceeds the new RALP. - This new LABA will be immediately reduced by the amount that total withdrawals in the current calendar year exceed the new RALP, but shall not be reduced to less than zero. The Annual Life Expectancy Required Minimum Distribution Amount (ALERMDA) is: (1) determined by us each calendar year (for SecureSource Flex riders, starting with the one in which the waiting period ends); (2) based solely on the value of the contract to which the SecureSource rider is attached as of the date we make the determination; (3) based on your recalculated life expectancy taken from the Uniform Lifetime Table under the Code; and (4) based on the company's understanding and interpretation of the requirements for life expectancy distributions intended to satisfy the required minimum distribution rules under Code Section 401(a)(9) and the Treasury Regulations promulgated thereunder, as applicable on the effective date of this prospectus, to: 1. an individual retirement annuity (Section 408(b)); 2. a Roth individual retirement account (Section 408A); 3. a Simplified Employee Pension plan (Section 408(k)); 4. Custodial and investment only plans (Section 401(a)); 18 5. a tax-sheltered annuity rollover (Section 403(b)). In the future, the requirements under the Code for such distributions may change and the life expectancy amount calculation provided under your SecureSource rider or GWB for Life rider may not be sufficient to satisfy the requirements under the Code for these types of distributions. In such a situation, amounts withdrawn to satisfy such distribution requirements will exceed your available RBP or RALP amount and may result in the reduction of your GBA, RBA, and/or ALP as described under the excess withdrawal provision of the rider. In cases where the Code does not allow the life expectancy of a natural person to be used to calculate the required minimum distribution amount (e.g., ownership by a trust or a charity), we will calculate the life expectancy RMD amount calculated by us as zero in all years. Please contact your tax advisor about the impact of those rules prior to purchasing the SecureSource rider. THIS SUPPLEMENT SHOULD BE RETAINED WITH THE CURRENT PROSPECTUS FOR YOUR PRODUCT. -------------------------------------------------------------------------------- 19 S-6503-18 A (9/09) 1 PART B. The Combined Statement of Additional Information and Financial Statements filed electronically with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311 on or about April 24, 2009 is incorporated by reference into Part B of Post-Effective No. 54 to this Registration Statement. PART C. Item 24. Financial Statements and Exhibits (a) Financial statements included in Part B of this Registration Statement: The audited financial statements of the RiverSource Variable Account 10 including: Report of Independent Registered Public Accounting Firm dated April 24, 2009. Statements of Assets and Liabilities for the year ended Dec. 31, 2008. Statements of Operations for the year ended Dec. 31, 2008. Statements of Changes and Net Assets for the years ended Dec. 31, 2008 and 2007. Notes to Financial Statements. The audited financial statements of the RiverSource Life Insurance Company including: Report of Independent Registered Public Accounting Firm dated March 27, 2009. Consolidated Balance Sheets as of Dec. 31, 2008 and 2007. Consolidated Statements of Income for the years ended Dec. 31, 2008, 2007 and 2006. Consolidated Statements of Cash Flows for the years ended Dec. 31, 2008, 2007 and 2006. Consolidated Statements of Stockholder's Equity for the three years ended Dec. 31, 2008, 2007 and 2006. Notes to Consolidated Financial Statements. (b) Exhibits: 1.1 Resolution of the Board of Directors of IDS Life Insurance Company establishing the IDS Life Variable Account 10 dated August 23, 1995, filed electronically as Exhibit 1 to Registrant's Initial Registration Statement No. 33-62407 is incorporated herein by reference. 1.2 Resolution of the Board of Directors of IDS Life Insurance Company establishing 105 additional subaccounts within the separate account, filed electronically as Exhibit 1.2 to Pre-Effective Amendment No. 1 to Registration Statement No. 333-79311 filed on or about Aug. 10, 1999, is incorporated herein by reference. 1.3 Resolution of the Board of Directors of IDS life Insurance Company establishing 25 additional subaccounts within the separate account, filed electronically as Exhibit 1.3 to Registrant's Post-Effective Amendment No. 2 to Registration Statement No. 333-79311, is incorporated herein by reference. 1.4 Resolution of the Board of Directors of IDS Life Insurance Company establishing 12 additional subaccounts within the separate account, filed electronically as Exhibit 1.3 to Registrant's Post-Effective Amendment No. 3 to Registration Statement No. 333-79311, is incorporated herein by reference. 1.5 Resolution of the Board of Directors of IDS Life Insurance Company establishing 69 additional subaccounts within the separate account, filed electronically as Exhibit 1.5 to Registrant's Post-Effective Amendment No. 6 to Registration Statement No. 333-79311, is incorporated herein by reference. 1.6 Resolution of the Board of Directors of IDS Life Insurance Company establishing 112 additional subaccounts within the separate account, dated Feb. 11, 2002, filed electronically as Exhibit 1.6 to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-79311, is incorporated herein by reference. 1.7 Resolution of the Board of Directors of IDS Life Insurance Company establishing 3 additional subaccounts within the separate account, dated Feb. 28, 2002, filed electronically as Exhibit 1.7 to Registrant's Post-Effective Amendment No. 10 to Registration Statement No. 333-79311, is incorporated herein by reference. 1.8 Resolution of the Board of Directors of IDS Life Insurance Company establishing 8 additional subaccounts within the separate account, dated January 6, 2004, filed electronically as Exhibit 1.8 to Registrant's Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 1.9 Resolution of the Board of Directors of IDS Life Insurance Company establishing 6 additional subaccounts within the separate account, dated August 12, 2004 filed electronically as Exhibit 1.9 to Post-Effective Amendment No. 32 to Registration Statement No. 333-79311 is incorporated by reference. 1.10 Resolution of the Board of Directors of IDS Life Insurance Company establishing an additional subaccount within the separate account, dated April 27, 2005 filed electronically as Exhibit 1.10 to Post-Effective Amendment No. 32 to Registration Statement No. 333-79311 is incorporated by reference. 1.11 Resolution of the Board of Directors establishing 18 additional subaccounts within the separate accounts dated April 12, 2006 filed electronically as Exhibit 1.11 to Registrant's Post-Effective Amendment No. 39 to Registration Statement No. 333-79311 is incorporated by reference. 1.12 Unanimous Written Consent of the Board of Directors In Lieu of a Meeting for IDS Life Insurance Company, adopted December 8, 2006 for the Re-designation of the Separate Accounts to Reflect Entity Consolidation and Rebranding filed electronically as Exhibit 27(a)(6) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated by reference. 2. Not applicable. 3. Form of Principal Underwriter Agreement for RiverSource Life Insurance Company Variable Annuities and Variable Life Insurance filed electronically as Exhibit 3.1 to the Initial Registration Statement on Form N-4 for RiverSource Variable Annuity Account (previously American Enterprise Variable Annuity Account), RiverSource Signature(SM) Select Variable Annuity and RiverSource Signature(SM) Variable Annuity, on or about Jan. 2, 2007, is incorporated by reference. 4.1 Form of Deferred Annuity Contract for non-qualified contracts (form 31043) filed electronically as Exhibit 4.1 to Registrant's Initial Registration Statement No. 333-79311, filed on or about May 26, 1999, is incorporated herein by reference. 4.2 Form of Deferred Annuity Contract for tax qualified contracts (form 31044) filed electronically as Exhibit 4.2 to Registrant's Initial Registration Statement No. 333-79311, filed on or about May 26, 1999, is incorporated herein by reference. 4.3 Form of Deferred Annuity Contract for IRA contracts (form 31045-IRA) filed electronically as Exhibit 4.3 to Registrant's Initial Registration Statement No. 333-79311, filed on or about May 26, 1999, is incorporated herein by reference. 4.4 Form of Deferred Annuity Contract for non-qualified contracts (form 31046) filed electronically as Exhibit 4.4 to Registrant's Initial Registration Statement No. 333-79311, filed on or about May 26, 1999, is incorporated herein by reference. 4.5 Form of Deferred Annuity Contract for tax qualified contracts (form 31047) filed electronically as Exhibit 4.5 to Registrant's Initial Registration Statement No. 333-79311, filed on or about May 26, 1999, is incorporated herein by reference. 4.6 Form of Deferred Annuity Contract for IRA contracts (form 31048-IRA) filed electronically as Exhibit 4.6 to Registrant's Initial Registration Statement No. 333-79311, filed on or about May 26, 1999, is incorporated herein by reference. 4.7 Form of TSA Endorsement (form 31049), filed electronically as Exhibit 4.7 to Pre-Effective Amendment No. 1 to Registration Statement No. 333-79311 filed on or about Aug. 10, 1999 is incorporated herein by reference. 4.8 Form of Maximum Anniversary Value Death Benefit Rider, filed electronically as Exhibit 4.8 to Post-Effective Amendment No. 4 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.9 Form of Enhanced Earnings Death Benefit Rider, filed electronically as Exhibit 4.9 to Post-Effective Amendment No. 4 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.10 Form of Enhanced Earnings Plus Death Benefit Rider, filed electronically as Exhibit 4.10 to Post-Effective Amendment No. 4 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.11 Form of Traditional IRA or SEP-IRA Annuity Endorsement (form 131061) filed electronically as Exhibit 4.11 to Post-Effective Amendment No. 14 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.12 Form of Roth IRA Annuity Endorsement (form 131062) filed electronically as Exhibit 4.12 to Post-Effective Amendment No. 14 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.13 Form of SIMPLE IRA Annuity Endorsement (form 131063) filed electronically as Exhibit 4.13 to Post-Effective Amendment No. 14 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.14 Form of Deferred Annuity Contract for non-qualified contracts (form 131041) filed electronically as Exhibit 4.14 to Post-Effective Amendment No. 14 to Registration Statement No. 333-79311, is incorporated herein by reference. 4.15 Form of Deferred Annuity Contract for Retirement Advisor Advantage Plus (form 1043 A) filed electronically as Exhibit 4.15 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.16 Form of Deferred Annuity Contract for Retirement Advisor Select Plus (form 131041 A) filed electronically as Exhibit 4.16 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.17 Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4 Advantage Variable Annuity (form 131101), filed electronically as Exhibit 4.17 to Post-Effective Amendment No. 40 to Registration Statement No. 333-79311, filed on or about June 5, 2006, is incorporated by reference. 4.18 Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4 Select Variable Annuity (form 131102), filed electronically as Exhibit 4.18 to Post-Effective Amendment No. 40 to Registration Statement No. 333-79311, filed on or about June 5, 2006, is incorporated by reference. 4.19 Form of Deferred Annuity Contract for RiverSource Retirement Advisor 4 Access Variable Annuity (form 131103), filed electronically as Exhibit 4.19 to Post-Effective Amendment No. 40 to Registration Statement No. 333-79311, filed on or about June 5, 2006, is incorporated by reference. 4.20 Form of TSA Endorsement (form 131068), filed electronically as Exhibit 4.17 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.21 Form of Return of Purchase Payments Rider (form 131072), filed electronically as Exhibit 4.18 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.22 Form of Maximum Anniversary Value Death Benefit Rider (form 131031), filed electronically as Exhibit 4.19 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.23 Form of 5-Year Maximum Anniversary Value Death Benefit Rider (form 131071), filed electronically as Exhibit 4.20 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.24 Form of Enhanced Earnings Death Benefit Rider (form 131032 A), filed electronically as Exhibit 4.21 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.25 Form of Enhanced Earnings Plus Death Benefit Rider (form 131033 A), filed electronically as Exhibit 4.22 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.26 Form of 401 (a) Annuity Endorsement (form 131069), filed electronically as Exhibit 4.23 to Post-Effective Amendment No. 21 to Registration Statement No. 333-79311, filed on or about Jan. 23, 2004, is incorporated by reference. 4.27 Form of Guarantee Period Accounts Rider filed electronically as Exhibit 4.24 to Post-Effective Amendment No. 25 to Registration Statement No. 333-79311, filed on or about June 2, 2004, is incorporated by reference. 4.28 Form of Guaranteed Minimum Withdrawal Benefit Rider (form 131034) filed electronically as Exhibit 4.25 to Post-Effective Amendment No. 29 to Registration Statement No. 333-79311, filed on or about Oct. 21, 2004, is incorporated by reference. 4.29 Form of Guaranteed Minimum Accumulation Benefit Rider (GMAB) (form 131035) filed electronically as Exhibit 4.29 to Registrant's Post-Effective Amendment No. 39 to Registration Statement No. 333-79311 is incorporated by reference. 4.30 Form of Portfolio Navigator Model Portfolio Rider (form 131070C) filed electronically as Exhibit 4.30 to Registrant's Post-Effective Amendment No. 39 to Registration Statement No. 333-79311 is incorporated by reference. 4.31 Form of Guaranteed Minimum Lifetime Withdrawal Benefit Rider (Withdrawal Benefit for Life), filed electronically as Exhibit 4.31 to Post-Effective Amendment No. 40 to Registration Statement No. 333-79311, filed on or about June 5, 2006, is incorporated by reference. 4.32 Copy of Company name change endorsement (form 131115) for RiverSource Life Insurance Company, filed electronically as Exhibit 4.32 to Registrant's Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 filed on or about Jan. 2, 2007, is incorporated by reference. 4.33 Form of SecureSource Joint Life rider filed electronically as Exhibit 4.33 to Registrant's Post-Effective Amendment No. 44 to Registration Statement No. 333-79311 is incorporated herein by reference. 4.34 Form of SecureSource Single Life rider filed electronically as Exhibit 4.34 to Registrant's Post-Effective Amendment No. 44 to Registration Statement No. 333-79311 is incorporated herein by reference. 4.35 Form of Guaranteed Minimum Withdrawal Benefit Rider (form 131034-E) filed electronically as Exhibit 4.35 to Registrant's Post-Effective Amendment No. 47 to Registration Statement No. 333-79311 is incorporated herein by reference. 4.36 Form of Guaranteed Lifetime Withdrawal Benefit Rider Joint Life SecureSource(R) Flex Rider (Form 131184-JT) is filed electronically herewith. 4.37 Form of Guaranteed Lifetime Withdrawal Benefit Rider Single Life SecureSource(R) Flex Rider (Form 139503-SG) is filed electronically herewith. 5. Form of Variable Annuity Application (form 31063), filed electronically as Exhibit 5 to Pre-Effective Amendment No. 1 to Registration Statement No. 333-79311 filed on or about Aug. 10, 1999 is incorporated herein by reference. 6.1 Certificate of Incorporation of IDS Life dated July 24, 1957, filed electronically as Exhibit 6.1 to Registrant's Initial Registration Statement No. 33-62407 is incorporated herein by reference. 6.2 Copy of Certificate of Amendment of Certificate of Incorporation of IDS Life Insurance Company dated June 22, 2006, filed electronically as Exhibit 27(f)(1) to Post-Effective Amendment No. 22 to Registration Statement No. 333-44644 is incorporated by reference. 6.3 Copy of Amended and Restated By-Laws of RiverSource Life Insurance Company filed electronically as Exhibit 27(f)(2) to Post-Effective Amendment No. 22 to Registration Statement No. 333-44644 is incorporated by reference. 7. Not applicable. 8.1 Copy of Amended and Restated Participation Agreement dated April 17, 2006, by and among AIM Variable Insurance Funds, AIM Distributors, Inc. American Enterprise Life Insurance Company, American Partners Life Insurance Company, IDS Life Insurance Company, and Ameriprise Financial Services, Inc. filed electronically as Exhibit 27(h) (1) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.2 Copy of Amended and Restated Participation Agreement dated August 1, 2006, among American Enterprise Life Insurance Company, IDS Life Insurance Company, Ameriprise Financial Services, Inc., AllianceBernstein L.P. and AllianceBernstein Investments, Inc. filed electronically as Exhibit 27(h) (20) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777is incorporated herein by reference. 8.3 Copy of Amended and Restated Fund Participation Agreement dated June 1, 2006, by and among American Centurion Life Assurance Company, American Enterprise Life Insurance Company, American Partners Life Insurance Company, IDS Life Insurance Company, IDS Life Insurance Company of New York, Ameriprise Financial Services, Inc. and American Century Investment Services, Inc. filed electronically as Exhibit 27(h)(3) to Post-Effective Amendment No. 22 to Registration Statement No. 333-44644 is incorporated herein by reference. 8.4 Copy of Amended and Restated Participation Agreement dated June 19, 2006, by and among Calvert Variable Series, Inc., Calvert Asset Management Company, Inc., Calvert Distributors, Inc. and IDS Life Insurance Company filed electronically as Exhibit 27(h)(4) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.5 Copy of Fund Participation Agreement dated May 1, 2006 among American Enterprise Life Insurance Company, IDS Life Insurance Company, Columbia Funds Variable Insurance Trust I, Columbia Management Advisors, LLC and Columbia Management Distributors, Inc. filed electronically as Exhibit 27(h) (22) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.6 Copy of Amended and Restated Participation Agreement dated May 1, 2006, by and among American Enterprise Life Insurance Company, American Partners Life Insurance Company, IDS Life Insurance Company, Credit Suisse Trust, Credit Suisse Asset Management, LLC. and Credit Suisse Asset Management Securities, Inc. filed electronically as Exhibit 8.6 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.7 Copy of Fund Participation Agreement dated May 1, 2006, by and among American Enterprise Life Insurance Company, IDS Life Insurance Company, The Dreyfus Corporation, Dreyfus Variable Investment Fund, and Dreyfus Investment Portfolios filed electronically as Exhibit 8.7 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.8 Copy of Participation Agreement dated May 1, 2006, among Eaton Vance Variable Trust, Eaton Vance Distributors, Inc. and IDS Life Insurance Company filed electronically as Exhibit 8.8 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.9 Copy of Evergreen Variable Annuity Trust Amended and Restated Participation Agreement dated June 1, 2006, by and among American Enterprise Life Insurance Company, IDS Life Insurance Company and Evergreen Variable Annuity Trust filed electronically as Exhibit 27(h) (6) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.10 Copy of Amended and Restated Fund Participation Agreement dated January 1, 2007,among Variable Insurance Products Funds, Fidelity Distributors Corporation and RiverSource Life Insurance Co. of New York filed electronically as Exhibit 8.16 to RiverSource of New York Variable Annuity Account 2's Post-Effective Amendment No. 3 to Registration Statement No. 333-139764 on or about April 24, 2008 is incorporated by reference herein. 8.11 Copy of Amended and Restated Participation Agreement by and between Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., American Centurion Life Assurance Company, American Enterprise Life Insurance Company, IDS Life Insurance Company, IDS Life Insurance Company of New York, Ameriprise Financial Services, Inc. (formerly American Express Financial Advisors Inc.), dated August 1, 2005 filed electronically as Exhibit 8.7 to Registrant's Post-Effective Amendment No. 39 to Registration Statement No. 333-79311 is incorporated by reference. 8.12 Copy of Amended and Restated Participation Agreement dated June 9, 2006, by and among American Enterprise Life Insurance Company, IDS Life Insurance Company, Goldman Sachs Variable Insurance Trust and Goldman, Sachs & Co. filed electronically as Exhibit 27(h)(24) to Post Effective Amendment No.28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.13 Copy of Janus Aspen Series Amended and Restated Fund Participation Agreement dated September 1, 2006, by and among American Enterprise Life Insurance Company, American Partners Life Insurance Company, IDS Life Insurance Company and Janus Aspen Series filed electronically as Exhibit 27(h)(12) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.14 Copy of Amended and Restated Participation Agreement by and among IDS Life Insurance Company, American Enterprise Life Insurance Company, Ameriprise Financial Services, Inc., Lazard Asset Management Securities LLC, and Lazard Retirement Series, Inc., dated Oct. 16, 2006, filed electronically as Exhibit 8.14 to Post-Effective Amendment No. 42 to Registration Statement No. 333-79311 is incorporated by reference. 8.15 Copy of Fund Participation Agreement dated Jan. 1, 2007, by and among RiverSource Life Insurance Company, RiverSource Distributors, Inc. and Lazard Asset Management Securities LLC and Lazard Retirement Series, Inc. filed electronically as Exhibit 8.15 to Post-Effective Amendment No. 42 to Registration Statement No. 333-79311 is incorporated by reference. 8.16 Copy of Amended and Restated Participation Agreement dated September 1, 2006, by and among IDS Life Insurance Company, Legg Mason Partners Variable Portfolios I, Inc. (formerly Salomon Brothers Variable Series Fund, Inc.), Legg Mason Partners Variable Portfolios II, Inc. (formerly Greenwich Street Series Fund, formerly Smith Barney Series Fund, formerly Smith Barney Shearson Series Fund, formerly Shearson Series Fund), Legg Mason Partners Variable Portfolios III, Inc. (formerly Travelers Series Fund Inc., formerly Smith Barney Travelers Series Fund Inc.) and Legg Mason Investor Services, LLC filed electronically as Exhibit 8.15 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.17 Copy of Participation Agreement Among MFS Variable Insurance Trust, American Enterprise Life Insurance Company, IDS Life Insurance Company and Massachusetts Financial Services Company, dated June 9, 2006, filed electronically as Exhibit 8.17 to Post-Effective Amendment No. 42 to Registration Statement No. 333-79311 is incorporated by reference. 8.18 Copy of Fund Participation Agreement dated March 2, 2006, by and between Neuberger Berman Advisers Management Trust, Neuberger Berman Management, Inc. and IDS Life Insurance Company filed electronically as Exhibit 8.17 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.19 Copy of Amended and Restated Fund Participation Agreement dated March 30, 2007, among Oppenheimer Variable Account funds, Oppenheimer Funds, Inc. and RiverSource Life Insurance Company filed electronically as Exhibit 8.4 to RiverSource Variable Annuity Account Post-Effective Amendment No. 2 to Registration Statement No. 333-139760 on or about April 24, 2008 is incorporated by reference herein. 8.20 Copy of Participation Agreement dated March 1, 2006, among IDS Life Insurance Company, PIMCO Variable Insurance Trust and Allianz Global Investors Distributors LLC filed electronically as Exhibit 8.19 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.21 Copy of Amended and Restated Fund Participation Agreement dated September 1, 2006, among Pioneer Variable Contracts Trust, IDS Life Insurance Company, Pioneer Investment Management, Inc., and Pioneer Funds Distributor, Inc. filed electronically as Exhibit 27(h)(15) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.22 Copy of Amended and Restated Fund Participation Agreement dated Jan. 1, 2007, among Riversource Life Insurance Company, Putnam Variable Trust and Putnam Retail Management Limited Partnership filed electronically as Exhibit 8.2 to RiverSource Variable Annuity Account's Post-Effective Amendment No. 2 to Registration Statement No. 333-139760 on or about April 24, 2008 is incorporated by reference herein. 8.23 Copy of Participation Agreement dated January 1, 2007, by and among RiverSource Life Insurance Company, RiverSource Life Insurance Co. of New York and RiverSource Distributors, Inc. filed electronically as Exhibit 8.23 to Post-Effective Amendment No. 42 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.24 Copy of Participation Agreement by and among Royce Capital Fund and Royce & Associates, Inc. and RiverSource Life Insurance Company, dated Jan. 1, 2007, filed electronically as Exhibit 8.24 to Post-Effective Amendment No. 42 to Registration Statement No. 333-79311 is incorporated by reference. 8.25 Copy of Amended and Restated Participation Agreement dated May 1, 2006, among The Universal Institutional Funds, Inc., Morgan Stanley Investment Management Inc., Morgan Stanley Distribution, Inc., American Enterprise Life Insurance Company and IDS Life Insurance Company filed electronically as Exhibit 8.24 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.26 Copy of Amended and Restated Participation Agreement dated October 12, 2006, by and among Third Avenue Variable Series Trust, Third Avenue Management LLC, American Enterprise Life Insurance Company and IDS Life Insurance Company filed electronically as Exhibit 27(h)(18) to Post-Effective Amendment No. 28 to Registration Statement No. 333-69777 is incorporated herein by reference. 8.27 Copy of Amended and Restated Participation Agreement dated May 1, 2006, among Van Kampen Life Investment Trust, Van Kampen Funds Inc., Van Kampen Asset Management, American Enterprise Life Insurance Company and IDS Life Insurance Company filed electronically as Exhibit 8.26 to Post-Effective Amendment No. 41 to Registration Statement No. 333-79311 is incorporated herein by reference. 8.28 Copy of Fund Participation Agreement dated April 2, 2007, RiverSource Life Insurance Company, Wanger Advisors Trust, Columbia Wanger Asset Management, L.P. and Columbia Management Distributors, Inc. filed electronically as Exhibit 8.11 to RiverSource Variable Annuity Account Post-Effective Amendment No. 2 to Registration Statement No. 333-139760 on or about April 24, 2008 is incorporated by reference herein. 8.29 Copy of Participation Agreement by and among Wells Fargo Variable Trust and RiverSource Life Insurance Company and Wells Fargo Funds Distributors, LLC dated Jan. 1, 2007, filed electronically as Exhibit 8.29 to Post-Effective Amendment No. 42 to Registration Statement No. 333-79311 is incorporated by reference. 9. Opinion of counsel and consent to its use as the legality of the securities being registered is filed electronically herewith. 10. Consent of Independent Registered Public Accounting Firm for RiverSource Retirement Advisor 4 Advantage Variable Annuity/ RiverSource Retirement Advisor 4 Select Variable Annuity/RiverSource Retirement Advisor 4 Access Variable Annuity is filed electronically herewith. 11. None 12. Not applicable. 13. Power of Attorney dated Oct.22, 2008 filed electronically as Exhibit 13 to to Post-Effective Amendment No. 53, to Registration Statement No. 333-79311 filed on or about April 24, 2009, is incorporated by reference. 14. Not applicable. Item 25. Item 25. Directors and Officers of the Depositor RiverSource Life Insurance Company
Name Principal Business Address* Position and Offices With Depositor ---- --------------------------- ----------------------------------- Lynn Abbott Vice President - National Accounts and Fund Management Gumer C. Alvero Director and Executive Vice President - Annuities Timothy V. Bechtold Director and President Kent M. Bergene Vice President - Affiliated Investments Walter Stanley Berman Vice President and Treasurer Richard N. Bush Senior Vice President - Corporate Tax Charles R. Caswell Reinsurance Officer James L Hamalainen Vice President - Investments Michelle Marie Keeley Vice President - Investments Timothy J. Masek Vice President - Investments Brian Joseph McGrane Director, Executive Vice President and Chief Financial Officer Thomas W. Murphy Vice President - Investments Kevin Palmer Director, Vice President and Chief Actuary Bridget Mary Sperl Director, Executive Vice President - Client Service David Kent Stewart Vice President and Controller William Frederick "Ted" Truscott Director John Robert Woerner Director
* The business address is 70100 Amerprise Financial Center, Minneapolis, MN 55474. Item 26. Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant The following list includes the names of major subsidiaries of Ameriprise Financial, Inc.
Jurisdiction of Name of Subsidiary Incorporation ------------------ --------------- Advisory Capital Strategies Group Inc. Minnesota AEXP Affordable Housing LLC Delaware American Enterprise Investment Services Inc. Minnesota American Express Property Casualty Insurance Agency of Pennsylvania,Inc. Pennsylvania Ameriprise Advisor Services, Inc. Michigan Ameriprise Auto & Home Insurance Agency, Inc. Wisconsin Ameriprise Bank, FSB USA Ameriprise Captive Insurance Company Vermont Ameriprise Capital Trusts I-IV Delaware Ameriprise Certificate Company Delaware Ameriprise Financial Services,Inc. Delaware Ameriprise Holdings, Inc. Delaware Ameriprise India Private Ltd. India Ameriprise Insurance Agency of Massachusetts, Inc. Massachusetts Ameriprise Insurance Agency Wisconsin Ameriprise Trust Company Minnesota AMPF Holding Corporation Michigan AMPF Property Corporation Michigan AMPF Realty Corporation Michigan Brecek & Young Advisors, Inc. California Brecek & Young Financial Group Insurance Agency of Texas, Inc. Texas Brecek & Young Financial Services Group of Montana, Inc. Montana Boston Equity General Partner LLC Delaware 4230 W. Green Oaks, Inc. Michigan IDS Capital Holdings Inc. Minnesota IDS Futures Corporation Minnesota IDS Management Corporation Minnesota IDS Property Casualty Insurance Company Wisconsin Investors Syndicate Development Corporation Nevada J. & W. Seligman & Co. Incorporated New York Kenwood Capital Management LLC (47.7% owned) Delaware Realty Assets Inc. Nebraska RiverSource CDO Seed Investments, LLC Minnesota RiverSource Distributors,Inc. Delaware RiverSource Fund Distributors, Inc. Delaware RiverSource Investments,LLC Minnesota RiverSource Life Insurance Company Minnesota RiverSource Life Insurance Co. of New York New York RiverSource REO 1, LLC Minnesota RiverSource Service Corporation Minnesota RiverSource Services, Inc. Delaware RiverSource Tax Advantaged Investments, Inc. Delaware Securities America Advisors,Inc. Nebraska Securities America Financial Corporation Nebraska Securities America, Inc. Nebraska Seligman Asia, Inc. Delaware Seligman Focus Partners LLC Delaware
Seligman Health Partners LLC Delaware Seligman Health Plus Partners LLC Delaware Seligman Partners LLC Delaware Threadneedle Asset Management Holdings SARL England
Item 27. Number of Contract owners As of June 30, 2009 there were 206,383 non-qualified contract owners and 426,161 qualified contract owners. Item 28. Indemnification The amended and restated By-Laws of the depositor provide that the depositor will indemnify, to the fullest extent now or hereafter provided for or permitted by law, each person involved in, or made or threatened to be made a party to, any action, suit, claim or proceeding, whether civil or criminal, including any investigative, administrative, legislative, or other proceeding, and including any action by or in the right of the depositor or any other corporation, or any partnership, joint venture, trust, employee benefit plan, or other enterprise (any such entity, other than the depositor, being hereinafter referred to as an "Enterprise"), and including appeals therein (any such action or process being hereinafter referred to as a "Proceeding"), by reason of the fact that such person, such person's testator or intestate (i) is or was a director or officer of the depositor, or (ii) is or was serving, at the request of the depositor, as a director, officer, or in any other capacity, or any other Enterprise, against any and all judgments, amounts paid in settlement, and expenses, including attorney's fees, actually and reasonably incurred as a result of or in connection with any Proceeding, except as provided below. No indemnification will be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. In addition, no indemnification will be made with respect to any Proceeding initiated by any such person against the depositor, or a director or officer of the depositor, other than to enforce the terms of this indemnification provision, unless such Proceeding was authorized by the Board of Directors of the depositor. Further, no indemnification will be made with respect to any settlement or compromise of any Proceeding unless and until the depositor has consented to such settlement or compromise. The depositor may, from time to time, with the approval of the Board of Directors, and to the extent authorized, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the depositor or to any person serving at the request of the depositor as a director or officer, or in any other capacity, of any other Enterprise, to the fullest extent of the provisions with respect to the indemnification and advancement of expenses of directors and officers of the depositor. Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the depositor or the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 29. Principal Underwriter RiverSource Distributors Inc. ITEM 29. PRINCIPAL UNDERWRITERS. (a) RiverSource Distributors Inc. acts as principal underwriter, depositor or sponsor for: RiverSource Variable Annuity Account ; RiverSource Account F; RiverSource Variable Annuity Fund A, RiverSource Variable Annuity Fund B, RiverSource Variable Account 10; RiverSource Account MGA; RiverSource MVA Account; RiverSource Variable Life Separate Account; RiverSource Variable Life Account; RiverSource Life Insurance Company; RiverSource of New York Variable Annuity Account ; RiverSource of New York Account 8; RiverSource of New York Variable Annuity Account; RiverSource Bond Series, Inc.; RiverSource California Tax-Exempt Trust; RiverSource Dimensions Series, Inc.; RiverSource Diversified Income Series, Inc.; RiverSource Equity Series, Inc.; RiverSource Global Series, Inc.; RiverSource Government Income Series, Inc.; RiverSource High Yield Income Series, Inc.; RiverSource Income Series, Inc.; RiverSource International Managers Series, Inc.; RiverSource International Series, Inc.; RiverSource Investment Series, Inc.; RiverSource Large Cap Series, Inc.; RiverSource Managers Series, Inc.; RiverSource Market Advantage Series, Inc.; RiverSource Money Market Series, Inc.; RiverSource Sector Series, Inc.; RiverSource Selected Series, Inc.; RiverSource Series Trust; RiverSource Short Term Investments Series, Inc.; RiverSource Special Tax-Exempt Series Trust; RiverSource Strategic Allocation Series; Inc., RiverSource Strategy Series, Inc.; RiverSource Tax-Exempt Income Series, Inc.; RiverSource Tax-Exempt Money Market Series, Inc.; RiverSource Tax-Exempt Series, Inc.; RiverSource Variable Series Trust. (b) As to each director, officer or partner of the principal underwriter:
Name and Principal Business Address* Positions and Offices with Underwriter ------------------------------------ -------------------------------------------------------- Gumer C. Alvero Director and Vice President Patrick Thomas Bannigan Director and Vice President Timothy V. Bechtold Director and Vice President Paul J. Dolan Chief Operating Officer and Chief Administrative Officer Jeffrey P. Fox Chief Financial Officer Bimal Gandhi Senior Vice President - Strategic Transformation Jeffrey McGregor President Thomas R. Moore Secretary Scott Roane Plummer Chief Counsel Julie A. Ruether Chief Compliance Officer William Frederick "Ted" Truscott Chairman of the Board and Chief Executive Officer
* Business address is: 50611 Ameriprise Financial Center, Minneapolis, MN 55474 (c) RiverSource Distributors Inc., the principal underwriter during Registrant's last fiscal year, was paid the following commissions:
NAME OF NET UNDERWRITING BROKERAGE PRINCIPAL DISCOUNTS AND COMPENSATION ON -------------------------- UNDERWRITER COMMISSIONS REDEMPTION COMMISSIONS COMPENSATION ----------- ---------------- --------------- ----------- ------------ RiverSource Distributors,Inc. $383,542,107 None None None
Item 30. Location of Accounts and Records RiverSource Life Insurance Company 70100 Ameriprise Financial Center Minneapolis, MN 55474 Item 31. Management Services Not applicable. Item 32. Undertakings (a) Registrant undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. (b) Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information. (c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. (d) Registrant represents that it is relying upon the no-action assurance given to the American Council of Life Insurance (pub. avail. Nov. 28, 1988). Further, Registrant represents that it has complied with the provisions of paragraphs (1)-(4) of that no-action letter. (e) The sponsoring insurance company represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, RiverSource Life Insurance Company, on behalf of the Registrant, certifies that it meets all of the requirements of Securities Act Rule 485(b) for effectiveness of this Amendment to its Registration Statement and has caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minneapolis, and State of Minnesota, on the 11th day of September, 2009. RIVERSOURCE VARIABLE ACCOUNT 10 (Registrant) By RiverSource Life Insurance Company (Sponsor) By /s/ Timothy V. Bechtold* ------------------------------------- Timothy V. Bechtold President As required by the Securities Act of 1933, Amendment to this Registration Statement has been signed by the following persons in the capacities indicated on the 11th day of September, 2009.
Signature Title --------- ----- /s/ Gumer C. Alvero* Director and Executive Vice -------------------------------------- President - Annuities Gumer C. Alvero /s/ Timothy V. Bechtold* Director, President and Chief Executive -------------------------------------- Officer Timothy V. Bechtold /s/ Richard N. Bush* Senior Vice President - Corporate Tax -------------------------------------- Richard N. Bush /s/ Brian J. McGrane* Director, Executive Vice President and -------------------------------------- Chief Financial Officer Brian J. McGrane /s/ Kevin E. Palmer* Director, Vice President and Chief -------------------------------------- Actuary Kevin E. Palmer
/s/ Bridget M. Sperl* Executive Vice President - -------------------------------------- Client Services Bridget M. Sperl /s/ David K. Stewart* Vice President and Controller -------------------------------------- (Principal Accounting Officer) David K. Stewart /s/ William F. "Ted" Truscott* Director -------------------------------------- William F. "Ted" Truscott /s/ John R. Woerner* Director -------------------------------------- John R. Woerner
* Signed pursuant to Power of Attorney dated Oct.22, 2008 filed as Exhibit 13 to Post-Effective Amendment No. 53, to Registration Statement No. 333-79311 filed on or about April 24, 2009, is incorporated by reference. , by: /s/ Rodney J. Vessels -------------------------------------- Rodney J. Vessels Assistant General Counsel and Assistant Secretary CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 54 TO REGISTRATION STATEMENT This Post-Effective Amendment is comprised of the following papers and documents: The Cover Page. Part A. Part A. The prospectus for RiverSource Retirement Advisor 4 Advantage Variable Annuity, RiverSource Retirement Advisor 4 Select Variable Annuity and RiverSource Retirement Advisor 4 Access Variable Annuity filed electronically with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311 filed on or about April 24, 2009 is incorporated by reference to this Post-Effective Amendment No. 54. Supplement for RiverSource Retirement Advisor 4 Advantage Variable Annuity, RiverSource Retirement Advisor 4 Select Variable Annuity and RiverSource Retirement Advisor 4 Access Variable Annuity Part B. The Combined Statement of Additional Information and Financial Statements filed electronically with Post-Effective Amendment No. 53 to Registration Statement No. 333-79311 on or about April 24, 2009 is incorporated by reference to this Post-Effective No. 54. Part C. Other Information. The signatures. Exhibits. Exhibit Index 4.36 Form of Guaranteed Lifetime Withdrawal Benefit Rider Joint Life SecureSource(R) Flex Rider (Form 131184-JT). 4.37 Form of Guaranteed Lifetime Withdrawal Benefit Rider Single Life SecureSource(R) Flex Rider (Form 139503-SG). 9. Opinion of counsel and consent to its use as to the legality of the securities being registered. 10. Consent of Independent Registered Public Accounting Firm.