exhibit4a.htm

EX-4.A 2 exhibit4a.htm exhibit4a.htm

SUNLIFE

OF CANADA (U.S.)

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada

EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS

One Sun Life Executive Park Wilmington, Delaware Sun Life Annuity Service Center

Wellesley Hills, Massachusetts 02181 P.0. Box 1024

Boston, Massachusetts 02103

C[LOGO]OMPASS-G

Sun Life Assurance Company of Canada (U.S.) (the "Company") will pay an

annuity commencing on the Annuity Commencement Date to the Annuitant if then

living, by applying the adjusted value of the Participant's Account in

accordance with the Settlement Provisions. If the Participant dies while the

Contract is in effect and before the Annuity Commencement Date, the Company will

pay a death benefit to the Beneficiary upon receipt of due proof of death of the

Participant.

All payments will be made to the persons and in the manner set forth in

this Contract. Provisions and endorsements printed or written by the Company on

the following pages form part of the Contract.

Signed by the Company at its Executive Office, Wellesley Hills,

Massachusetts on the Issue Date.

/s/ Donald A. Stewart /s/ Margaret Sears Mead

Donald A. Stewart Margaret Sears Mead

President Secretary

FLEXIBLE PAYMENT DEFERRED COMBINATION VARIABLE AND FIXED GROUP ANNUITY CONTRACT

SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT D

NONPARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE IN VESTMENT

EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO

DOLLAR AMOUNT

USE OF CONTRACT. This Contract is available for use in connection with employer,

association and other group retirement plans which may qualify as retirement

programs under Section 401 (including Section 401(k)), Section 403, Sections

408(c) or 408(k) or Section 457 of the Internal Revenue Code and non-qualified

deferred compensation plans and other non-qualified group programs such as

payroll savings plans (collectively the "Plans").

TABLE OF CONTENTS

Page

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Contract Specifications Page 4

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Application

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Definitions 5

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Fixed and Variable Accounts 7

Fixed Account 7

Variable Account and Sub-Accounts 7

Ownership of Assets 7

Investments of the Sub-Accounts 7

Substitution 7

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Purchase Payments 8

Payments 8

Amount 8

Account Continuation 8

Net Purchase Payments and Their Allocation 8

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Contract Values During Accumulation Period 8

Accumulation Account 8

Participant's Account 9

Variable Accumulation Value 9

Crediting Variable Accumulation Units 9

Variable Accumulation Unit Value 9

Variable Accumulation Value 9

Net Investment Factor 9

Fixed Accumulation Value 10

Initial and Subsequent Guarantee Periods 10

Initial and Subsequent Guarantee Rates 10

Crediting Fixed Accumulation Units 10

Fixed Accumulation Unit Value 10

Fixed Accumulation Value 11

Conversion of Accumulation Units 11

Account Fee 11

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Cash Withdrawals, Withdrawal Charges, Market Value Adjustment and

Loan Provision 12

Cash Withdrawals 12

Withdrawal Charges 13

Market Value Adjustment 13

Loans--Qualified Contracts Only 14

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Death Benefit 14

Death Benefit Provided by the Contract 14

Election and Effective Date of Election 15

Payment of Death Benefit 15

Amount of Death Benefit 16

TABLE OF CONTENTS--(CONTINUED)

Page

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Settlement Provisions

General 16

Election and Effective Date of Election 16

Determination of Amount 16

Effect of Annuity Commencement Date on Participant's Account 17

Annuity Commencement Date 17

Fixed Annuity Payments 17

Variable Annuity Payments 17

Annuity Unit Value 17

Exchange of Variable Annuity Units 18

Account Fee 18

Description of Annuity Options 18

Amounts Payable on Death of Payee 19

Annuity Payment Rates 19

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Ownership Provisions 21

Owner 21

Change of Ownership 21

Voting of Fund Shares 21

Periodic Reports 22

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Beneficiary Provision 22

Designation and Change of Beneficiary 22

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General Provisions 22

Age 22

Contract 23

Currency 23

Determination of Values 23

Discontinuance of New Participants 23

Guarantees 23

Incontestability 23

Modification 23

Nonparticipating 24

Payments by the Company 24

Proof of Age 24

Splitting Units 24

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Qualified Plan Provisions 24

Non-Qualified Plan Provisions 27

DEFINITIONS

ACCOUNT YEARS AND ACCOUNT ANNIVERSARIES: The first Account Year shall be the period of twelve (12) months plus a part of a month as measured from the Date of Coverage for each Participant to the first day of the calendar month which follows the calendar month of coverage. All Account Years and Anniversaries thereafter shall be twelve (12) month periods based upon such first day of the calendar month which follows the calendar month of coverage. If, for example, the Date of Coverage is in March, the first Account Year will be determined from the Date of Coverage but will end on the last day of March in the following year; all other Account Years and all Account Anniversaries will be measured from April 1.

ACCUMULATION ACCOUNT: An account established for the Contract.

ACCUMULATION PERIOD: The period before the Annuity Commencement Date and during the lifetime of the Participant.

ACCUMULATION UNIT: A unit of measure used in the calculation of the value of the Accumulation Account and the Participant's Account. There are two types of Accumulation Units: Variable Accumulation Units and Fixed Accumulation Units.

*ANNUITANT: The Participant named in each Certificate.

*ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment under each Certificate is to be made.

*ANNUITY OPTION: The method for making annuity payments.

ANNUITY UNIT: A unit of measure used in the calculation of the second and each subsequent variable annuity payment from the Variable Account.

APPLICATION: The document signed by the Owner that serves as the Owner's application to the Company for this Contract.

*BENEFICIARY: The person or entity having the right to receive the death benefit set forth in each Certificate.

CERTIFICATE: The document for each Participant which evidences the coverage of the Participant under the Contract.

CURRENT RATE: As of a particular date, the interest rate for a Guarantee Period that would be credited on a compound annual basis on Payments allocated to the Fixed Account on that date. The Current Rate for a particular Guarantee Period is contained in a schedule of rates published by the Company from time to time, but in no event is the Current Rate less than four percent (4%), compounded annually.

DATE OF COVERAGE: The date on which a Participants Account becomes effective.

DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.

FIXED ACCOUNT: The Fixed Account consists of all assets of the Company other than those allocated to a separate account of the Company.

FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.

GUARANTEE PERIOD: The period for which an Initial Guarantee Rate or Subsequent Guarantee Rate is credited. There are two types of Guarantee Periods: an Initial Guarantee Period and a Subsequent Guarantee Period.

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* As specified in the Participant Enrollment Form, unless changed.

GUARANTEE RATE: The rate of interest credited by the Company on a compound annual basis during any Initial or Subsequent Guarantee Period on Payments allocated to the Fixed Account.

ISSUE DATE: The date on which the Contract becomes effective.

LOAN ANNIVERSARY: The date which is one calendar year as measured from the date of a loan and that same date in each succeeding year while any portion of the loan is outstanding.

NET LOAN INTEREST: Loan interest due the Company, less any interest credited by the Company on the principal amount of the loan and any unpaid interest thereon.

NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which does not receive favorable federal income tax treatment under Sections 401, 403, 408 or 457 of the Internal Revenue Code.

*OWNER: The employer, association or other bona fide group entitled to the ownership rights stated in the Contract and in whose name or names the Contract is issued. The Owner may designate a trustee or custodian of a retirement plan which meets the requirements of Section 401, Section 408(c), Section 408(k) or Section 457 of the Internal Revenue Code to serve as legal owner of Plan assets, but the term "Owner" as used herein, shall refer to the organization entering into the Contract.

PARTICIPANT: An eligible employee, member or other person named in the Certificate who is entitled to benefits under the Plan as determined and reported to the Company by the Owner.

PARTICIPANT ENROLLMENT FORM: The document signed by each Participant that serves as his or her application for enrollment under this Contract.

PARTICIPANT'S ACCOUNT: An account established for each Participant to which net Purchase Payments are credited in the form of Variable Accumulation Units and/or Fixed Accumulation Units.

PAYEE: A recipient of annuity payments under the Contract. The term includes an Annuitant or a Beneficiary who becomes entitled to benefits upon the death of the Annuitant.

PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration for the benefits provided by the Contract.

QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which receives favorable federal income tax treatment under Sections 401, 403, 408(c), 408(k) or 457 of the Internal Revenue Code of 1954, as amended ("Code").

SUB-ACCOUNT: That portion of the Variable Account which invests in shares of a specific mutual fund or in shares of a specific series of a series fund.

*SUCCESSOR BENEFICIARY: The person or persons named to become the Beneficiary if the Beneficiary is not alive.

VALUATION PERIOD: The period of time from one determination of Accumulation Unit and Annuity Unit values to the next subsequent determination of these values. Such determination shall be made as of the close of the New York Stock Exchange on each day the Exchange is open for trading and on such other days on which there is a sufficient degree of trading in the portfolio securities of the Variable Account so that the values of the Variable Account's Accumulation Units and Annuity Units might be materially affected.

VARIABLE ACCOUNT: A separate account of the Company consisting of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets of the Company.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount

in relation to the investment performance of specified Sub-Accounts of the

Variable Account.

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* As specified in the Participant Enrollment Form, unless changed.

FIXED AND VARIABLE ACCOUNTS

FIXED ACCOUNT

The Fixed Account consists of all assets of the Company other than those

allocated to any separate account of the Company.

VARIABLE ACCOUNT AND SUB-ACCOUNTS

The Variable Account to which the variable accumulation values and

variable annuity payments, if any, under this Contract relate is entitled "Sun

Life of Canada (U.S.) Variable Account D". It was established by the Company on

August 20,1985, pursuant to a resolution of its Board of Directors and is

registered as a unit investment trust under the Investment Company Act of 1940.

That portion of the assets of the Variable Account equal to the reserves and

other contract liabilities with respect to the Variable Account shall not be

chargeable with liabilities arising out of any other business the Company may

conduct.

The assets of the Variable Account are divided into Sub-Accounts. Each

Sub-Account invests exclusively in shares of a specific mutual fund or in shares

of a designated series of a series fund. The values of the Variable Accumulation

Units and the Annuity Units described in this Contract reflect the investment

performance of the Sub-Accounts.

At the Company's election and subject to any necessary vote by persons

having the right to give instructions with respect to the voting of mutual fund

shares held by the Sub-Accounts, the Variable Account may be operated as a

management company under the Investment Company Act of 1940 or it may be

deregistered under the Investment Company Act of 1940 in the event registration

is no longer required. In the event of any change in the operation of the

Variable Account pursuant to this provision. The Company may make appropriate

endorsement in this and other contracts providing benefits which vary in

accordance with the investment performance of Sub-Accounts to reflect the change

and take such other action as may be necessary and appropriate to effect the

change.

OWNERSHIP OF ASSETS

The Company shall have exclusive and absolute ownership and control of its

assets, including all assets of the Sub-Accounts.

INVESTMENTS OF THE SUB-ACCOUNTS

Any amounts allocated to a Sub-Account will be used to purchase shares of

a mutual fund or shares of a specific series of a series fund ("Fund" or

"Funds") as specified in the Participant Enrollment Form or as subsequently

changed, at the net asset value next computed following receipt by the Company

of the Purchase Payment to which the particular amount allocated is

attributable. The Funds available on the Issue Date are shown on the Contract

Specifications Page; more Funds may be subsequently added. The Funds are

open-end investment companies or "mutual funds" registered under the Investment

Company Act of 1940. Any and all distributions made by a Fund with respect to

the Fund shares held by a Sub-Account will be reinvested to purchase additional

shares of that Fund at net asset value. Deductions from the Sub-Accounts will,

in effect, be made by redeeming a number of Fund shares at net asset value equal

in total value to the amount to be deducted. Each Sub-Account will be fully

invested in Fund shares at all times.

SUBSTITUTION

Shares of any of the particular Funds may not always be available for

purchase by the Sub-Accounts or the Company may decide that further investment

in any such Fund's shares is no longer appropriate in view of the purposes of

the Variable Account. In either event, shares of another registered open-end

investment company may be substituted both for Fund shares already purchased by

the Sub-Account and/or as the security to be purchased in the future, provided

that any such substitution has been

approved by the Securities and Exchange Commission. In the event of any

substitution pursuant to this provision, the Company may make appropriate

endorsement in this and other contracts providing benefits which vary in

accordance with the investment performance of the Sub-Accounts to reflect

the substitution.

PURCHASE PAYMENTS

PAYMENTS

All Purchase Payments are to be paid to the Company at its Annuity Service

Mailing Address. Unless the Owner has surrendered the Contract, or the

particular Participant's Account has been withdrawn, Purchase Payments may be

made to a Participant's Account at any time during the life of the particular

Participant and before the particular Participant's Annuity Commencement Date.

AMOUNT

The Initial Purchase Payment is shown on the Certificate Specifications

Page. Subsequent Payments may vary; however, the Company will not accept

Purchase Payments to be allocated to a Participant's Account which, on an

annualized basis, are less than $300 for the first Account Year, and each

Purchase Payment must be at least $25. In addition, the prior approval of the

Company is required before it will accept a Purchase Payment which would cause

the value of a Participant's Account to exceed $1,000,000. If the value of a

Participant's Account exceeds $1,000,000, no additional Purchase Payments will

be accepted for that Participant's Account without the prior approval of the

Company.

ACCOUNT CONTINUATION

A Participant's Account shall be continued automatically in full force

during the lifetime of the Participant until the Annuity Commencement Date or

until the Participant's Account is withdrawn or the Contract is surrendered. The

Participant's Account will not be in default, even if no additional Purchase

Payments are made.

NET PURCHASE PAYMENTS AND THEIR ALLOCATION

The net Purchase Payment is that portion of a Purchase Payment which

remains after deduction of any applicable premium or similar tax. Each net

Purchase Payment will be allocated to the Participant's Account, upon receipt by

the Company at its Annuity Service Mailing Address, either to Sub-Accounts or to

the Fixed Account or to both Sub-Accounts and the Fixed Account in accordance

with the allocation factors specified in the Participant's Enrollment Form or as

subsequently changed.

The allocation factors for new Payments between the Fixed Account and the

Variable Account and among the Sub-Accounts may be changed by the Owner at any

time by giving written notice of the change to the Company at its Annuity

Service Mailing Address. Any change will take effect with the first Purchase

Payment received with or after the receipt of the notice of the change by the

Company and will continue in effect until subsequently changed.

CONTRACT VALUES DURING ACCUMULATION PERIOD

ACCUMULATION ACCOUNT

The Company will establish an Accumulation Account for the Contract and

will maintain the Accumulation Account during the Accumulation Period. The

Contract's Accumulation Account value for any Valuation Period is equal to the

sum of the variable accumulation values, if any, plus the fixed accumulation

values, if any, of all Participants' Accounts under the Contract for that

Valuation Period.

PARTICIPANT'S ACCOUNT

The Company will establish a Participant's Account for each Participant

under the Contract and will maintain the Participant's Account during the

Accumulation Period. The Participant's Account value for any Valuation Period is

equal to the sum of the variable accumulation value, if any, plus the fixed

accumulation value, if any, of the Participant's Account for that Valuation

Period.

VARIABLE ACCUMULATION VALUE

CREDITING VARIABLE ACCUMULATION UNITS

Upon receipt of a Purchase Payment by the Company at its Annuity Service

Mailing Address, all or that portion, if any, of the net Purchase Payment which

is allocated to the Sub-Accounts will be credited to the Participant's Account

in the form of Variable Accumulation Units. The number of particular Variable

Accumulation Units to be credited is determined by dividing the dollar amount

allocated to the particular Sub-Account by the Variable Accumulation Unit value

for the particular Sub-Account for the Valuation Period during which the

Purchase Payment is received by the Company at its Annuity Service Mailing

Address.

VARIABLE ACCUMULATION UNIT VALUE

The Variable Accumulation Unit value for each Sub-Account was established

at $10.00 for the first Valuation Period of the particular Sub-Account. The

Variable Accumulation Unit value for the particular Sub-Account for any

subsequent Valuation Period is determined by methodology which is the

mathematical equivalent of multiplying the Variable Accumulation Unit value for

the particular Sub-Account for the immediately preceding Valuation Period by the

Net Investment Factor for the particular Sub-Account for such subsequent

Valuation Period. The Variable Accumulation Unit value for each Sub-Account for

any Valuation Period is the value determined as of the end of the particular

Valuation Period and may increase, decrease or remain constant from Valuation

Period to Valuation Period.

VARIABLE ACCUMULATION VALUE

The variable accumulation value of the Contract, if any, for any Valuation

Period is equal to the sum of the variable accumulation values of all

Participants' Accounts under the Contract for such Valuation Period.

The variable accumulation value of a Participant's Account, if any, for

any Valuation Period is equal to the sum of the variable accumulation values of

each Sub-Account credited to the Participant's Account for such Valuation

Period. The variable accumulation value for each Sub-Account is determined by

multiplying the number of Variable Accumulation Units, if any, credited to each

Sub-Account by the Variable Accumulation Unit value of the particular

Sub-Account for such Valuation Period.

NET INVESTMENT FACTOR

The Net Investment Factor is an index applied to measure the investment

performance of a Sub-Account from one Valuation Period to the next. The Net

Investment Factor may be greater than, less than or equal to one; therefore, the

value of a Variable Accumulation Unit may increase, decrease or remain the same.

The Net Investment Factor for any Sub-Account for any Valuation Period is

determined by dividing (a) by (b) and then subtracting (c) from the result

where:

(a) is the net result of:

(1) the net asset value of a Fund share held in the Sub-Account

determined as of the end of the Valuation Period, plus

(2) the per share amount of any dividend or other distribution

declared by the Fund issuing the shares held in the Sub-Account if the

"ex-dividend" date occurs during the Valuation Period, plus or minus

(3) a per share credit or charge with respect to any taxes paid,

or reserved for by the Company during the Valuation Period which are

determined by the Company to be attributable to the operation of the

Sub-Account;

(b) is the net asset value of a Fund share held in the Sub-Account

determined as of the end of the preceding Valuation Period; and

Valuation Period to reflect the charge for assuming the mortality and

expense risks.

The risk charge factor for any Valuation Period is equal to the daily risk

charge factor multiplied by the number of 24 hour periods in the Valuation

Period. The daily risk charge factor will be determined by the Company annually,

but in no event may it exceed the Maximum Daily Risk Charge Factor specified on

the Certificate Specifications Page.

FIXED ACCUMULATION VALUE

INITIAL AND SUBSEQUENT GUARANTEE PERIODS

The Owner elects an Initial Guarantee Period(s) from among those made

available by the Company. The period(s) elected will determine the Initial

Guarantee Rate(s) and the Purchase Payment, or the portion thereof allocated to

the particular Initial Guarantee Period, will earn interest, compounded

annually, at the Initial Guarantee Rate during the Initial Guarantee Period.

Initial Guarantee Periods begin on the day a Purchase Payment is allocated to

the Fixed Account and end the number of calendar years in the Guarantee Period

elected from the end of the month in which the Purchase Payment was allocated to

the Fixed Account. Subsequent Guarantee Periods begin on the first day of the

month following the end of either an Initial Guarantee Period or a previous

Subsequent Guarantee Period.

A Subsequent Guarantee Period will commence automatically at the end of an

Initial Guarantee Period or another Subsequent Guarantee Period. Each Subsequent

Guarantee Period will be of the same duration as the previous Initial or

Subsequent Guarantee Period unless the Owner elects, within the thirty (30) day

period prior to the end of any Initial or Subsequent Guarantee Period, a

different Subsequent Guarantee Period from among those being offered by the

Company at such time.

INITIAL AND SUBSEQUENT GUARANTEE RATES

The Company periodically will establish applicable Initial and Subsequent

Guarantee Rates for the Guarantee Periods. Those rates will be guaranteed for

the respective Guarantee Periods.

No Initial Guarantee Rate or Subsequent Guarantee Rate shall be less than

four percent (4%) per year, compounded annually.

CREDITING FIXED ACCUMULATION UNITS

Upon receipt of a Purchase Payment by the Company at its Annuity Service

Mailing Address, all or that portion, if any, of the net Purchase Payment which

is allocated to the Fixed Account will be credited to the Participant's Account

in the form of Fixed Accumulation Units. Fixed Accumulation Units are

established and valued separately for each Guarantee Period. The number of

particular Fixed Accumulation Units to be credited to the Participant's Account

is determined by dividing the dollar amount allocated to a Guarantee Period by

the Fixed Accumulation Unit Value of the particular type of Fixed Accumulation

Unit for the Valuation Period during which the Purchase Payment is received by

the Company at its Annuity Service Mailing Address.

FIXED ACCUMULATION UNIT VALUE

The Fixed Accumulation Unit Value for each type of Fixed Accumulation Unit

is established at $10.00 for the first Valuation Period of the calendar month in

which a Purchase Payment is credited to the Participant's Account and will

increase for each successive Valuation Period as interest is accrued.

At the end of the Initial Guarantee Period the Fixed Accumulation Units

credited to a Participant's Account will be exchanged for a second type of Fixed

Accumulation Unit with an equal aggregate value. The value of this second type

of Fixed Accumulation Unit will increase for each Valuation Period during each

Subsequent Guarantee Period as interest is accrued at the Subsequent Guarantee

Rate which shall have been determined by the Company prior to the first day of

each Subsequent Guarantee Period.

FIXED ACCUMULATION VALUE

The fixed accumulation value of the Contract, if any, for any Valuation

Period is equal to the sum of the values of all Fixed Accumulation Units

credited to all Participants' Accounts under the Contract for such Valuation

Period.

The fixed accumulation value of a Participant's Account, if any, for any

Valuation Period is equal to the sum of the value of all Fixed Accumulation

Units credited to the Participant's Account for such Valuation Period.

CONVERSION OF ACCUMULATION UNITS

During the Accumulation Period the Owner may, upon written request

received by the Company at its Annuity Service Mailing Address, convert the

value of a designated number of Fixed Accumulation Units then credited to a

Participant's Account into other Fixed Accumulation Units having an equal

aggregate value but having a different Guarantee Period or into Variable

Accumulation Units of particular Sub-Accounts having an equal aggregate value,

or convert the value of a designated number of Variable Accumulation Units then

credited to the Participant's Account into other Variable Accumulation Units

and/or Fixed Accumulation Units having an equal aggregate value. These

conversions shall, however, be subject to the following conditions: (1) not more

than six (6) conversions may be made in any Account Year, except for conversions

made under an automatic asset allocation system acceptable to the Company in

which up to twelve (12) conversions may be made in any Account Year; and (2) the

value of Accumulation Units converted may not be less than $1,000 unless all of

the Fixed Accumulation Units and/or Variable Accumulation Units credited to the

Participant's Account are being converted; (3) conversions involving Fixed

Accumulation Units with Guarantee Periods greater than one (1) year will be

subject to the Market Value Adjustment described in this Contract and (4)

conversions involving Variable Accumulation Units shall be subject to such terms

and conditions as may be imposed by each Fund. Any conversion shall be made

using the Accumulation Unit values for the Valuation Period during which the

request for conversion is received by the Company at its Annuity Service Mailing

Address.

ACCOUNT FEE

Prior to the Annuity Commencement Date, on each Account Anniversary, the

Company will deduct from the value of each Participant's Account an annual

account administration fee ("Account Fee") to reimburse it for administrative

expenses relating to the Contract and the Participant's Account. If a

Participant's Account is surrendered for its full value on other than an Account

Anniversary, the Account Fee will be deducted in full at the time of such

surrender. The Account Fee will be deducted in equal amounts from the Fixed

Account and each Sub-Account in which the Participant has Accumulation Units at

the time of such deduction. In no event will the portion of the Account Fee that

is deducted from the Fixed Account cause the Participant's Account's fixed

accumulation value (adjusted for any withdrawals and loans) to increase by less

than four percent (4%) per year.

On the Annuity Commencement Date, the value of the Participant's Account

will be reduced by a proportionate amount of the Account Fee to reflect the time

elapsed between the last Account Anniversary and the day before the Annuity

Commencement Date. After the Annuity Commencement Date, the Account Fee will be

deducted pro rata from each annuity payment made during the year.

The amount of the Account Fee assessed against each Participant's Account

is based on total Purchase Payments credited to all Participants' Accounts under

the Contract in accordance with the following schedule:

PURCHASE PAYMENTS ACCOUNT FEE

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$ up to 250,000 $25

250,000 to 1,499,999 18

1,500,000 to 4,999,999 15

5,000,000 and over 12

The level of Purchase Payments credited to all Participants' Accounts

under the Contract is reviewed semi-annually and the Account Fee to be assessed

against Participants' Accounts during the next six (6) month period is

determined. Once Purchase Payments credited to all Participants' Accounts under

the Contract reach a level which produces a lower Account Fee, the Account Fee

applicable to existing Participants' Accounts under the Contract will not be

increased irrespective of subsequent withdrawals from Participants' Accounts

under the Contract.

CASH WITHDRAWALS, WITHDRAWAL CHARGES

MARKET VALUE ADJUSTMENT AND LOAN PROVISION

CASH WITHDRAWALS

At any time before the Annuity Commencement Date and during the lifetime

of the Participant, the Owner may elect a cash withdrawal payment from the

Company by filing with the Company a written election in such form as the

Company may require. Any such election shall specify the amount of the

withdrawal and will be effective on the date that it is received by the Company

at its Annuity Service Mailing Address. For withdrawals in excess of $5,000, the

signature of the Owner must be guaranteed by a member firm of the New York,

American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by a

commercial bank (not a savings bank), which is a member of the Federal Deposit

Insurance Corporation, or in certain cases, by a member firm of the National

Association of Securities Dealers, Inc. which has entered into an appropriate

agreement with the Company. In some cases (for example, requests by a

corporation, partnership, agent, or fiduciary) the Company will require

additional documentation of a customary nature.

The amount of the cash withdrawal payment may be equal to the total value

of a Participant's Account at the end of the Valuation Period during which the

election becomes effective less the Account Fee and any applicable withdrawal

charge and/or unpaid Net Loan Interest and, if applicable, plus or minus any

Market Value Adjustment (a "full surrender"), or it may be for a lesser amount

(a "partial withdrawal"). If a partial withdrawal is requested which would leave

a Participant's Account value less than the Account Fee, then such partial

withdrawal will be treated as a full surrender. Partial withdrawals may be

restricted by the maximum loan provision.

The withdrawal will result in the cancellation of Accumulation Units in

the particular Participant's Account with an aggregate value equal to the dollar

amount of the cash withdrawal payment plus, if applicable, the Account Fee and

any withdrawal charge and/or unpaid Net Loan Interest plus or minus any Market

Value Adjustment. The Account Fee and any applicable withdrawal charge and/or

unpaid Net Loan Interest will be deducted from the Participant's Account before

the application of the Market Value Adjustment. Unless instructed to the

contrary, the Company will cancel Fixed Accumulation Units and Variable

Accumulation Units of the particular Sub-Accounts in the same proportion that

the total value of Fixed Accumulation Units and Variable Accumulation Units of

the particular Sub-Accounts then credited to the Participant's Account at the

end of the Valuation Period during which the election becomes effective. Any

cash withdrawal payment generally will be paid within seven (7) days from the

date the election becomes effective, except as the Company may be permitted to

defer such payment of amounts withdrawn from the Variable Account in accordance

with the Investment Company Act of

1940. The Company reserves the right to defer the payment of amounts withdrawn

from the Fixed Account for a period not to exceed six (6) months from the date

written request for such withdrawal is received by the Company at its Annuity

Service Mailing Address.

Withdrawal Charges

If a cash withdrawal payment is made, a withdrawal charge may be assessed

by the Company. Up to ten percent (10%) of Purchase Payments credited to a

Participant's Account for less than seven (7) years may be withdrawn in any

Account Year on a non-cumulative basis without the imposition of a withdrawal

charge. Amounts withdrawn from a Participant's Account in excess of ten percent

(10%) will be subject to a withdrawal charge assessed against Purchase

Payments credited to the Participant's Account as follows:

NUMBER OF

YEARS PAYMENTS IN

PARTICIPANT'S ACCOUNT WITHDRAWAL CHARGE

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1 6%

2 6%

3 5%

4 4%

5 3%

6 2%

7 1%

8 0%

For purposes of a full surrender or partial withdrawal, the oldest

previously unliquidated Payment will be deemed to have been liquidated first,

then the next oldest and so forth. Once all old and new Payments have been

withdrawn, additional amounts withdrawn will be attributed to the accumulated

value of the Participant's Account.

No withdrawal charge is imposed upon amounts withdrawn to purchase an

annuity, (provided that the payment under the Annuity Option elected is over a

period of at least five (5) years), nor is any withdrawal charge imposed upon

amounts withdrawn after a Participant's Account has been established for twelve

(12) years irrespective of when a Purchase Payment or cash withdrawal payment is

made.

MARKET VALUE ADJUSTMENT

Any cash withdrawal from the Fixed Account of amounts with a Guarantee

Period greater than one (1) year will be subject to a Market Value Adjustment

("MVA"), except in the case of payment of a guaranteed death benefit, or in the

event of annuitization over a payout period of at least five (5) years. The MVA

will be applied to the amount being withdrawn after deduction of any applicable

Account Fee, withdrawal charge and/or unpaid Net Loan Interest.

The MVA will reflect the relationship between the Current Rate for the

Guarantee Period of the amount being surrendered and the Guarantee Rate

applicable to the amount being surrendered.

The Market Value Adjustment is determined by the application of the

following formula:

.75(A-B) x C/12 where:

A = interest rate being credited to the amount being surrendered

(Guarantee Rate);

B = the rate the Company has established at the time of surrender on

allocations to Initial or Subsequent Guarantee Periods with the same

Guarantee Period as that of the amount being surrendered (Current Rate); and

C = the months remaining in the Guarantee Period of the amount being

surrendered.

LOANS--QUALIFIED CONTRACTS ONLY

At any time before the Annuity Commencement Date and during the lifetime

of the Participant, the Owner of a Qualified Contract may request a loan from

the Company by filing with the Company a written request in such form and

containing such terms and conditions as the Company may require. Any such

request shall specify the amount of the loan and will be effective on the date

that it is received by the Company at its Annuity Mailing Address. For loans in

excess of $5,000 the signature of the Owner must be guaranteed by a member firm

of the New York, American, Boston, Midwest, Philadelphia or Pacific Stock

Exchange, or by a commercial bank (not a savings bank) which is a member of the

Federal Deposit Insurance Corporation, or, in certain cases, by a member firm of

the National Association of Securities Dealers, Inc. which has entered into an

appropriate agreement with the Company. In some cases (for example, requests by

a corporation, partnership, agent or fiduciary) the Company may require

additional documentation of a customary nature.

Loans will be secured by a security interest in the Contract. Loans are

subject to plan restrictions and applicable retirement plan legislation and

their taxation is determined under the federal income tax laws.

The maximum loan amount is 80% of the value of the Participant's Account,

reduced by any prior outstanding loan and interest due thereon. The minimun loan

that may be made at any time is $1,000.

The loan will result in the cancellation of Accumulation Units in the

particular Participant's Account with an aggregate value equal to the dollar

amount of the loan plus or minus, if applicable, any Market Value Adjustment.

Unless instructed to the contrary, the Company will cancel Fixed Accumulation

Units and Variable Accumulation Units of the particular Sub-Accounts in the same

proportion that the total value of Fixed Accumulation Units and Variable

Accumulation Units of the particular Sub-Accounts then credited to the

Participant's Account bear to the value of the Participant's Account at the end

of the Valuation Period during which the loan request is received by the Company

at its Annuity Service Mailing Address. An amount equal to the loan proceeds

will be placed in a loan account in the Company's Fixed Account where it will be

credited with interest, compounded annually, at a specified rate below the

then-current loan interest rate.

Interest on loans will accrue daily at a rate established by the Company

and specified in the loan document, and will become due and payable on each Loan

Anniversary and whenever a loan repayment is made. Any unpaid interest will be

added to the principal amount of the loan and will result in a cancellation of

Accumulation Units in the Participant's Account in the same manner as described

above. Interest will accrue on the unpaid interest at the same rate and in the

same manner as on the principal amount of the loan.

At any time while the Participant is living and prior to the Annuity

Commencement Date, all or part of any outstanding loan may be repaid. Repayment

will result in the purchase of Fixed Accumulation Units and Variable

Accumulation Units in accordance with the allocation factors for new Payments to

the Participant's Account in effect on the date of such loan repayment.

A loan shall be repaid within five (5) years from the date of the loan,

unless the loan is being used to acquire, construct, reconstruct or

substantially rehabilitate a dwelling which is used or is to be used within a

reasonable period of time as the principal residence of the Participant or a

member of the Participant's family. In such event the loan shall be repaid

within ten (10) years.

DEATH BENEFIT

DEATH BENEFIT PROVIDED BY THE CONTRACT

If the Participant dies while the Participant's Account is in effect and

before the Annuity Commencement Date, the Company, upon receipt of due proof of

death of the Participant, will pay a

death benefit to the Beneficiary in accordance with this "Death Benefit"

provision. If there is no designated Beneficiary living on the date of death of

the Participant, the Company will pay the death benefit upon receipt of due

proof of the death of both the Participant and the designated Beneficiary in one

sum to the estate of the Participant. If the death of the Participant occurs on

or after the Annuity Commencement Date, no death benefit will be payable under

the Contract except as may be provided under the form of annuity elected.

ELECTION AND EFFECTIVE DATE OF ELECTION

During the lifetime of the Participant and prior to the Annuity

Commencement Date, the Owner may elect to have the value of the Participant's

Account applied under one or more of the Annuity Options in accordance with the

Settlement Provisions to effect a Variable Annuity or a Fixed Annuity or a

combination of both for the Beneficiary as Payee after the death of the

Participant. This election may be made or subsequently revoked by filing with

the Company a written election or revocation of an election in such form as the

Company may require. Any election or revocation of an election of a method of

settlement of the death benefit by the Owner will become effective on the date

it is received by the Company at its Annuity Service Mailing Address. If no

election of a method of settlement of the death benefit by the Owner is in

effect on the date of death of the Participant, the Beneficiary may elect (a) to

receive the death benefit in the form of a cash payment in which event the

Participant's Account will be cancelled; or (b) to have the value of the

Participant's Account applied under one or more of the Annuity Options in

accordance with the Settlement Provisions to effect, on the Annuity Commencement

Date determined in the section "Payment of Death Benefit" below, a Variable

Annuity or a Fixed Annuity or a combination of both for the Beneficiary as

Payee. This election may be made by filing with the Company a written election

in such form as the Company may require. Any written election of a method of

settlement of the death benefit by the Beneficiary will become effective on the

later of: (a) the date the election is received by the Company at its Annuity

Service Mailing Address; or (b) the date due proof of the death of the

Participant and any required release or consent from any inheritance taxing

authority, or surviving spouse, if applicable, is received by the Company at its

Annuity Service Mailing Address. If a written election by the Beneficiary is not

received by the Company within sixty (60) days following the date due proof of

the death of the Participant and any required release or consent is received by

the Company, the Beneficiary shall be deemed to have elected a cash payment as

of the last day of the sixty (60) day period.

PAYMENT OF DEATH BENEFIT

If the death benefit is to be paid in cash to the Beneficiary, payment

will be made within seven (7) days of the date the election becomes effective or

is deemed to become effective, except as the Company may be permitted to defer

any such payment of amounts derived from the Variable Account in accordance with

the Investment Company Act of 1940. If the death benefit is to be paid in one

sum to the estate of the deceased Participant, payment will be made within seven

(7) days of the date due proof of the death of the Participant and the

Beneficiary is received by the Company at its Annuity Service Mailing Address.

If settlement under one or more of the Annuity Options is elected by the Owner,

the Annuity Commencement Date will be the first day of the second calendar month

following the date due proof of the death of the Participant and the

Beneficiary, if any, is received by the Company at its Annuity Service Mailing

Address. If settlement under one or more of the Annuity Options is elected by

the Beneficiary, the Annuity Commencement Date will be the first day of the

second calendar month following the effective date of the election. The Owner or

Beneficiary, as applicable, may elect an Annuity Commencement Date later than

that specified above provided that such date is (a) the first day of a calendar

month, and (b) not later than the first day of the first month following the

85th birthday of the Beneficiary. If a later Annuity Commencement Date has been

elected and the Beneficiary dies before this later Annuity Commencement Date,

the Participant's Account's accumulated value will be paid in cash to the estate

or beneficiary, as appropriate of the Beneficary.

AMOUNT OF DEATH BENEFIT

The death benefit is equal to the greater of (a) the value of the

Participant's Account or (b) the sum of all Purchase Payments made with respect

to the Participant's Account, less the sum of all withdrawals and loans. If (b)

is operative, the Participant's Account value will be increased by the excess of

(b) over (a) and the amount of the increase will be allocated to the Fixed

Account and the Sub-Accounts based on the respective values of the Fixed Account

and the Sub-Accounts on the date the amount of the death benefit is determined.

The death benefit will be reduced by any unpaid Net Loan Interest.

The Accumulation Unit values used in determining the amount of the death

benefit will be the values for the Valuation Period during which due proof of

the death of the Participant is received by the Company at its Annuity Service

Mailing Address if settlement is elected by the Owner under one or more of the

Annuity Options or, if no election by the Owner is in effect, either the values

for the Valuation Period during which an election by the Beneficiary either

becomes effective or is deemed effective, or the values for the Valuation Period

during which due proof of the death of both the Participant and the designated

Beneficiary is received by the Company at its Annuity Service Mailing Address if

the amount of the death benefit is to be paid in one sum to the deceased

Participant's estate.

SETTLEMENT PROVISIONS

GENERAL

On the Annuity Commencement Date, the adjusted value of the Participant's

Account as determined in accordance with the "Determination of Amount" provision

will be applied, as specified by the Owner with respect to the Participant,

under one or more of the Annuity Options provided in the Contract or under such

other settlement options as may be agreed to by the Company.

ELECTION AND EFFECTIVE DATE OF ELECTION

During the lifetime of the Participant and prior to the Annuity

Commencement Date, the Owner may elect to have the adjusted value of the

Accumulation Account applied on the Annuity Commencement Date under one or more

of the Annuity Options provided in the Contract. The Owner may also change any

election but any election or change of election must be effective at least

thirty (30) days prior to the Annuity Commencement Date. This election or change

of election may be made by filing with the Company a written election or change

of election in such form as the Company may require. Any such election or change

of election will become effective on the date it is received by the Company at

its Annuity Service Mailing Address. If no such election is in effect on the

30th day prior to the Annuity Commencement Date, the adjusted value of the

Participant's Account will be applied under Annuity Option B, for a Life Annuity

with 120 monthly payments certain.

Any such election may specify the proportion of the adjusted value of the

Participant's Account to be applied to the Fixed Account and the various

Sub-Accounts. In the event the election does not so specify, then the portion of

the adjusted value of the Participant's Account to be applied to the Fixed

Account and the various Sub-Accounts will be determined on a pro rata basis from

the composition of the Participant's Account on the Annuity Commencement Date.

The Annuity Options in the Contract may also be elected by the Owner or

the Beneficiary as provided in the section of the Contract entitled "Death

Benefit".

DETERMINATION OF AMOUNT

The adjusted value of the Participant's Account to be applied to provide a

Variable Annuity or a Fixed Annuity or a combination of both, shall be equal to

the value of the Participant's Account for the Valuation Period which ends

immediately preceding the Annuity Commencement Date, minus the sum of any applicable

premium or similar tax, a proportionate amount of the Account Fee to reflect the time

elapsed between the last Account Anniversary and the day before the Annuity Commencement

Date, and any applicable withdrawal charge and/or unpaid Net Loan Interest and plus

or minus any applicable Market Value Adjustment.

EFFECT OF ANNUITY COMMENCEMENT DATE ON PARTICIPANT'S ACCOUNT

On the Annuity Commencement Date the Participant's Account will be

cancelled.

ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date is set forth on the Certificate

Specifications Page. This date may be changed from time to time by the Owner,

provided that each change is effective at least thirty (30) days prior to the

then current Annuity Commencement Date and the new Annuity Commencement Date is

a date which is: (1) at least thirty (30) days after the effective date of the

change; (2) the first day of a month; and (3) not later than the first day of

the first month following the Participant's 85th birthday. Any change of the

Annuity Commencement Date may be made by filing with the Company a written

designation of a new Annuity Commencement Date in such form as the Company may

require. Any such change will become effective on the date the designation is

received by the Company at its Annuity Service Mailing Address.

The Annuity Commencement Date may also be changed by an election of a

settlement option as provided in the section of the Contract entitled "Death

Benefit".

FIXED ANNUITY PAYMENTS

The dollar amount of each fixed annuity payment shall be determined in

accordance with the Annuity Payment Rates found in the Contract which are based

on the minimum guaranteed interest rate of four percent (4%) per year or, if

more favorable to the Payee(s), in accordance with the Single Premium Immediate

Settlement Rates published by the Company and in use on the Annuity Commencement

Date.

VARIABLE ANNUITY PAYMENTS

The dollar amount of the first variable annuity payment shall be

determined in accordance with the Annuity Payment Rates found in the Contract

which are based on an assumed interest rate of four percent (4%) per year.

All variable annuity payments other than the first are determined by means

of Annuity Units credited to the Contract with respect to the particular Payee.

The number of Annuity Units to be credited in respect of a particular

Sub-Account is determined by dividing that portion of the first variable annuity

payment attributable to that Sub-Account by the Annuity Unit value of that

Sub-Account for the Valuation Period which ends immediately preceding the

Annuity Commencement Date. The number of Annuity Units of each particular

Sub-Account credited to the Contract with respect to the particular Payee then

remains fixed unless an exchange of Annuity Units is made pursuant to the

"Exchange of Annuity Units" section. The dollar amount of each variable annuity

payment after the first may increase, decrease or remain constant, and is equal

to the sum of the amounts determined by multiplying the number of Annuity Units

of a particular Sub-Account credited to the Contract with respect to the

particular Payee by the Annuity Unit value for the particular Sub-Account for

the Valuation Period which ends immediately preceding the due date of each

subsequent payment.

ANNUITY UNIT VALUE

The Annuity Unit value for each Sub-Account was established at $10.00 for

the first Valuation Period of the particular Sub-Account. The Annuity Unit value

for the particular Sub-Account for any subsequent Valuation Period is determined

by multiplying the Annuity Unit value for the particular Sub-Account for the

immediately preceding Valuation Period by the Net Investment Factor for the

particular Sub-Account for the current Valuation Period and then multiplying

that product by a factor to neutralize the assumed interest rate of four percent

(4%) per year used to establish the Annuity Payment Rates found in the Contract.

The factor is 0.99989255 for a one day Valuation Period.

EXCHANGE OF VARIABLE ANNUITY UNITS

After the Annuity Commencement Date the Payee may, by filing a written

request with the Company at its Annuity Service Mailing Address, exchange the

value of a designated number of Annuity Units of particular Sub-Accounts then

credited to the Contract with respect to the particular Payee into other Annuity

Units, the value of which would be such that the dollar amount of an annuity

payment made on the date of the exchange would be unaffected by the exchange. No

more than four (4) exchanges may be made within each Account Year.

Exchanges may be made within the Variable Account only. Exchanges shall be

made using the Annuity Unit Values for the Valuation Period during which the

request for exchange is received by the Company at its Annuity Service Mailing

Address.

ACCOUNT FEE

After the Annuity Commencement Date an Account Fee will be deducted pro

rata from each annuity payment made during the year, as provided in the section

of the Contract entitled "Contract Values During Accumulation Period."

DESCRIPTION OF ANNUITY OPTIONS

Annuity Options A, B and C are available to provide either a Fixed Annuity

or a Variable Annuity. Annuity Options D and E are available only to provide a

Fixed Annuity.

Annuity Option A. Life Annuity: Monthly payments during the lifetime of

the Payee.

Annuity Option B. Life Annuity with 60, 120, 180 or 240 Monthly Payments

Certain: Monthly payments during the lifetime of the Payee and in any event for

sixty (60), one hundred twenty (120), one hundred eighty (180), or two hundred

forty (240) months certain as elected.

Annuity Option C. Joint and Survivor Annuity: Monthly payments payable

during the joint lifetime of the Payee and a designated second person and during

the lifetime of the survivor. During the lifetime of the survivor, variable

monthly payments, if any, will be determined using the percentage chosen at the

time of the election of this option of the number of each type of Annuity Unit

credited to the Contract with respect to the Payee. Fixed monthly payments, if

any, will be equal to the same percentage of the fixed monthly payment payable

during the joint lifetime of the Payee and the designated second person.

Annuity Option D. Fixed Payments for a Specified Period Certain: Fixed

monthly payments for any specified period of time (at least five (5) years in

the case of a Non-Qualified Contract and at least three (3) years in the case of

a Qualified Contract, but not exceeding thirty (30) years in the case of both a

Qualified Contract and Non-Qualified Contract), as elected.

Annuity Option E. Fixed Payments: The amount applied to provide fixed

payments in accordance with this Annuity Option will be held by the Company at

interest. Fixed payments will be made in such amounts and at such times (at

least over a period of five (5) years in the case of a Non-Qualified Contract)

as may be agreed upon with the Company and will continue until the amount held

by the Company with interest is exhausted. The final payment will be for the

balance remaining and may be less than the amount of each preceding payment.

Interest will be credited yearly on the amount remaining unpaid at a rate which

shall be determined by the Company from time to time but which shall not be less

than four percent (4%) per year compounded annually. The rate so determined

may be changed at any time and as often as may be determined by the Company,

provided, however, that the rate may not be reduced more frequently than once

during each calendar year.

AMOUNTS PAYABLE ON DEATH OF PAYEE

In the event of the death of the Annuitant on or after the Annuity

Commencement Date, the Company will pay the Beneficiary any remaining payments

under any Annuity Option then in effect as they become due. If there is no

designated Beneficiary then living, the Company will pay the amount specified in

the Schedule below for any Annuity Option then in effect in one sum to the

deceased Annuitant's estate. Any Beneficiary who becomes entitled to any

remaining payments under any Annuity Option may elect to receive the amount

specified in the Schedule below for such option in one sum. In the event of the

death of a Beneficiary who has become entitled to receive any remaining payments

under any Annuity Option, the Company will pay the amount specified for such

option in the Schedule below in one sum to the deceased Beneficiary's estate.

All payments made in one sum by the Company as provided in this paragraph are

made in lieu of paying any remaining payments under any Annuity Option then in

effect.

OPTION AMOUNT

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

B The discounted value of the remaining payments, if any, for the

certain period.

D The discounted value of the remaining payments, if any, for the

certain period.

E The unpaid balance of the proceeds and interest.

In the case of Option B the discounted value will be based, for payments

being made on a variable basis, on interest compounded annually at the assumed

interest rate, and for payments being made on a fixed basis, at the interest

rate initially used in determining the amount of each payment. For Variable

Annuity payments this calculation will also be based on the assumptions that the

particular Annuity Unit values applicable to the remaining payments will be the

particular Annuity Unit values for the Valuation Period which ends on the day

before the date of the determination and that this value will remain unchanged

thereafter. In the case of Option D the discounted value will be based on the

interest rate initially used in determining the amount of each payment.

ANNUITY PAYMENT RATES

This Contract contains unisex annuity payment rates for each option. The

Annuity Payment Rates below show, for each $1,000 applied, the dollar amount of

both (a) the first monthly Variable Annuity payment based on the assumed

interest rate of four percent (4%) and (b) the monthly Fixed Annuity payment,

when this payment is based on the minimum guaranteed interest rate of four

percent (4%) per year.

The mortality table used in determining the Annuity Payment Rates for

Options A, B and C is the 1971 Individual Annuitant Mortality Table. In using

this mortality table, ages of Annuitants will be reduced by one year for Annuity

Commencement Dates occurring during the 1980's, reduced two years for Annuity

Commencement Dates occurring during the 1990's, and so on.

The Annuity Payment Rates in the tables shown below already reflect rates

of mortality appropriate for Annuity Commencement Dates occurring during the

1980's. Thus, for Annuity Commencement Dates occurring during the 1980's the

term "Adjusted Age", as used in the table below, means actual age. "Adjusted

Age" shall mean actual age less one year for Annuity Commencement Dates

occurring during the 1990's, actual age less two years for Annuity Commencement

Dates occurring in the decade 2000-2009, and so on.

Adjusted ages will be determined based on the actual age(s) of

Annuitant(s), in completed years and months, as of the Annuity Commencement

Date. The tables below show Annuity Payment Rates for exact Adjusted Ages; rates

for Adjusted Ages expressed in completed years and months will be based on

straight line interpolation between the appropriate Annuity Payment Rates.

The dollar amount of annuity payment for any Adjusted Age or combination

of Adjusted Ages not shown below or for any other form of Annuity Option agreed

to by the Company will be quoted by the Company on request.

AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT PER $1,000

SINGLE LIFE ANNUITY

OPTION A OPTION B

LIFE ANNUITY LIFE ANNUITY WITH PAYMENTS CERTAIN

ADJUSTED 60 120 180 240

AGE PAYMENTS PAYMENTS PAYMENTS PAYMENTS

20 3.68 3.68 3.67 3.67 3.67

25 3.77 3.77 3.77 3.76 3.76

30 3.89 3.89 3.89 3.88 3.87

35 4.04 4.04 4.04 4.02 4.01

40 4.24 4.24 4.23 4.21 4.18

45 4.50 4.49 4.47 4.43 4.38

50 4.82 4.81 4.77 4.71 4.62

55 5.25 5.22 5.15 5.04 4.90

60 5.79 5.75 5.63 5.44 5.20

65 6.52 6.45 6.23 5.91 5.51

70 7.58 7.43 7.01 6.42 5.77

75 9.14 8.80 7.93 6.88 5.93

80 11.49 10.65 8.86 7.18 5.99

85 15.11 12.95 9.56 7.30 6.00

OPTION C

JOINT AND SURVIVOR ANNUITY*

ADJUSTED AGE OF SURVIVOR

ADJUSTED AGE --------------------------------------------------

OF PAYEE 55 60 65 70 75

--------

55 5.00 5.22 5.46 5.73 6.03

60 5.22 5.48 5.77 6.10 6.46

65 5.46 5.77 6.12 6.53 6.99

70 5.73 6.10 6.53 7.04 7.63

75 6.03 6.46 6.99 7.63 8.40

OPTION D

FIXED PAYMENTS FOR A SPECIFIED PERIOD CERTAIN

YEARS AMOUNT YEARS AMOUNT YEARS AMOUNT

3 29.40 13 8.17 22 5.64

4 22.47 14 7.72 23 5.49

5 18.32 15 7.34 24 5.35

6 15.56 16 7.00 25 5.22

7 13.59 17 6.71 26 5.10

8 12.12 18 6.44 27 5.00

9 10.97 19 6.21 28 4.90

10 10.06 20 6.00 29 4.80

11 9.31 21 5.81 30 4.72

12 8.69

- ----------

* Table Based on Assumed Election of Joint and Two-Thirds Survivor Annuity.

OWNERSHIP PROVISIONS

OWNER

The Contract shall belong to the Owner. All Contract rights and privileges

may be exercised by the Owner without the consent of the Participant or the

Beneficiary or any other person, except as the Owner may have provided under the

Plan or other appropriate documents. Such rights and privileges may be

exercised, with respect to a particular Participant, only during the lifetime of

the Participant and prior to the Participant's Annuity Commencement Date, except

as otherwise provided in the Contract. Each Participant becomes the Payee on and

after the Annuity Commencement Date. The Beneficiary becomes the Payee on the

death of the Participant.

CHANGE OF OWNERSHIP

Ownership of a Qualified Contract may not be transferred except to: (1)

the Participant or Beneficiary; (2) a trustee or successor trustee of a pension

or profit sharing trust which is qualified under Section 401 of the Internal

Revenue Code; (3) the employer of the Participant provided that the Qualified

Contract after transfer is maintained under the terms of a retirement plan

qualified under Section 403(a) of the Internal Revenue Code for the benefit of

the Participant; (4) the trustee of an individual retirement account plan

qualified under Section 408 of the Internal Revenue Code; or (5) as otherwise

permitted from time to time by laws and regulations governing the retirement,

deferred compensation or other programs for which a Qualified Contract may be

issued. Subject to the foregoing, a Qualified Contract may not be sold,

assigned, transferred, discounted or pledged as collateral for a loan or as

security for the performance of an obligation or for any other purpose to any

person other than the Company.

The Owner of a Non-Qualified Contract may change the ownership of the

Contract during the lifetime of any Participant and prior to the last remaining

Participant's Annuity Commencement Date.

A change of ownership will not be binding upon the Company until written

notification is received by the Company at its Annuity Service Mailing Address.

When is it so received, the change will be effective as of the date on which the

request for change was signed by the Owner, but the change will be without

prejudice to the Company on account of any payment made or any aciton taken by

the Company prior to receiving the change. The Company may require that the

signature of the Owner be guaranteed by a member firm of the New York, American,

Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a commerical bank

(not a savings bank) which is a member of the Federal Deposit Insurance

Corporation or, in certain cases, by a member firm of the National Association

of Securities Dealers, Inc. which has entered into an appropriate agreement with

the Company.

VOTING OF FUND SHARES

The Company will vote Fund shares held by the Sub-Accounts at meetings of

shareholders of the Fund(s), but will follow voting instructions received at

least one day prior to each such meeting from persons having the right to give

voting instructions. The Owner is the person having the right to give voting

instructions prior to the Annuity Commencement Date. On or after the Annuity

Commencement Date the Payee is the person having such voting rights. Any shares

attributable to the Company and Fund shares for which no timely voting

instructions are received will be voted by the Company in the same proportion as

the shares for which instructions are received from persons having such voting

rights.

Neither the Variable Account nor the Company is under any duty to provide

information concerning the voting instruction rights of persons who may have

such rights under Plans, other than rights afforded by the Investment Company

Act of 1940, nor any duty to inquire as to the instructions received or the

authority of Owners or others to instruct the voting of Fund shares. Except as

the Variable Account or the Company has actual knowledge to the contrary, the

instructions given by Owners and Payees will be valid as they affect the

Variable Account, the Company and any others having voting instruction rights

with respect to the Variable Account.

All Fund proxy material, together with an appropriate form to be used to

give voting instructions, will be provided to each Owner and each Payee having

the right to give voting instructions at least ten (10) days prior to each

meeting of the shareholders of the particular Fund. The number of particular

Fund shares as to which each such person is entitled to give instructions will

be determined by the Company on a date not more than ninety (90) days prior to

each such meeting. Prior to the Annuity Commencement Date, the number of

particular Fund shares as to which voting instructions may be given to the

Company is determined by dividing the value of all of the Variable Accumulation

Units of the particular Sub-Account credited to the Contract's Accumulation

Account by the net asset value of one particular Fund share as of the same date.

On or after the Annuity Commencement Date, the number of particular Fund shares

as to which such instructions may be given by a Payee is determined by dividing

the reserve held by the Company in the particular Sub-Account for the Contract

with respect to the particular Payee by the net asset value of the particular

Fund share as of the same date.

PERIODIC REPORTS

The Company will send the Owner and the Participant, at least once during

each year, a statement showing the number, type and value of the Accumulation

Units or Annuity Units credited to the Contract or the Participant's Account, as

the case may be, which statement shall be accurate as of a date not more than

two (2) months previous to the date of mailing. In addition, every person having

voting rights will receive such reports or prospectuses concerning the Variable

Account and the particular Fund(s) as may be required by the Investment Company

Act of 1940 and the Securities Act of 1933. The Company will also send such

statements reflecting transactions in the Contract's Accumulation Account and

each Participant's Account as may be required by applicable laws, rules and

regulations.

BENEFICIARY PROVISION

DESIGNATION AND CHANGE OF BENEFICIARY

The Beneficiary designation contained in a Participant Enrollment Form

will remain in effect until changed. The interest of any Beneficiary is subject

to the particular Beneficiary surviving the Participant.

Subject to the rights of an irrevocably designated Beneficiary, the Owner

may change or revoke the designation of a Beneficiary at any time while the

Participant is living by filing with the Company a written beneficiary

designation or revocation in such form as the Company may require. The change or

revocation will not be binding upon the Company until it is received at the

Annuity Service Mailing Address. When it is so received the change or revocation

will be effective as of the date on which the beneficiary designation or

revocation was signed, but the change or revocation will be without prejudice to

the Company on account of any payment made or any action taken by the Company

prior to receiving the change or revocation.

GENERAL PROVISIONS

AGE

If any date of birth has been misstated in the Participant Enrollment

Form, or elsewhere, the amounts payable pursuant to the Contract will be the

amounts which would have been provided using the correct age. Any deficiency in

the payments already made by the Company shall be paid immediately and any

excess in the payments already made by the Company shall be charged against the

benefits falling due after adjustment.

CONTRACT

The Contract is issued in consideration of the Application and payment of

the first Purchase Payment. The Contract and the Application, a copy of which is

attached, constitute the entire Contract. All statements made in the Application

will, in the absence of fraud, be deemed representations and not warranties, and

no statement will void the Contract or be used in defense to a claim under the

Contract unless it is contained in the Application and a copy of the Application

is attached at issue. Only the President, a Vice President, the Actuary or the

Secretary of the Company has authority to agree on behalf of the Company to any

alteration of the Contract or to any waiver of the rights or requirements of the

Company.

CURRENCY

All amounts due under the Contract are payable in United States Dollars,

lawful money of the United States of America.

DETERMINATION OF VALUES

The method of determination by the Company of the Net Investment Factor

and the number and value of Accumulation Units and Annuity Units shall be

conclusive upon the Owner, the Participant, any Payee and any Beneficiary.

DISCONTINUANCE OF NEW PARTICIPANTS

The Company, by giving thirty (30) days' prior written notice to the

Owner, may limit or discontinue the acceptance of new Participant Enrollment

Forms under this Contract. Such limitation or discontinuance shall have no

effect on rights or benefits with respect to any Participant Account established

prior to the effective date of such limitation or discontinuance.

GUARANTEES

Subject to the Net Investment Factor provision, the Company guarantees

that the dollar amount of Variable Annuity payments made during the lifetime of

the Payee(s) will not be adversely affected by the actual mortality experience

of the Company or by the actual expenses incurred by the Company in excess of

the expense deductions provided for in this and other Contracts providing

benefits which vary in accordance with the investment performance of the

Sub-Accounts.

INCONTESTABILITY

This Contract is incontestable.

MODIFICATION

Upon notice to the Owner, or the Payee(s) during the annuity period, the

Contract may be modified by the Company, but only if such modification: (i) is

necessary to make the Contract or the Variable Account comply with any law or

regulation issued by a governmental agency to which the Company or the Variable

Account is subject or; (ii) is necessary to assure continued qualification of

the Contract under Internal Revenue Code or other federal or state laws relating

to retirement annuities or annuity contracts or; (iii) is necessary to reflect a

change in the operation of the Variable Account or the Sub-Account(s); or (iv)

provides additional Variable Account and/or fixed accumulation options. In the

event of any such modification, the Company may make appropriate endorsement in

this Contract to reflect the modification.

In addition, upon notice to the Owner the Contract may be modified by the

Company to change the withdrawal charges, Account Fees, mortality and expense

risk charges, the tables used in determining the amount of the first monthly

Variable Annuity and Fixed Annuity payments and the formula used to calculate

the Market Value Adjustment provided that such modification shall apply only

to Participant Accounts established after the effective date of any such

modification. The Company shall provide the Owner with sixty (60) days' prior

written notice of any such modification. All of the charges and the annuity

tables which are provided in the Contract prior to any such modification

will remain in effect permanently, unless improved by the Company, with

respect to Participant Accounts established prior to the effective date of

such modification.

NONPARTICIPATING

The Contract is nonparticipating and will not share in any surplus

earnings of the Company.

PAYMENTS BY THE COMPANY

All sums payable by the Company pursuant to the Contract are payable only

at its Executive Office or such other place as may be designated by the Company.

The Company may require surrender of the Contract upon final payment of all sums

payable by the Company pursuant to the Contract.

PROOF OF AGE

The Company shall have the right to require evidence of the age of any

Payee under Annuity Options A, B and C prior to the Annuity Commencement Date.

SPLITTING UNITS

The Company reserves the right to split or combine the value of the

Variable Accumulation Units, Fixed Accumulation Units, Annuity Units or any of

them. In effecting any such change of unit values, strict equity will be

preserved and any change will have no material effect on the benefits or other

provisions of this Contract.

QUALIFIED PLAN PROVISIONS

(1) Special Provisions applicable to Individual Retirement Annuities, Simplified

Employee Pension Individual Retirement Annuities, Terminal Funding Annuities and

Internal Revenue Code Section 403(b) Tax Sheltered Annuities.

The following special provisions shall apply and take precedence over

contrary Contract provisions if the Application for this Contract indicates it

is a Qualified Contract to be issued; (a) as an Individual Retirement Annuity

under Section 408(b) of the Internal Revenue Code; (b) as a Simplified Employee

Pension Individual Retirement Annuity under Section 408(b) of the Internal

Revenue Code; (c) as a "Terminal Funding" Annuity; or (d) as a Tax Sheltered

Annuity under Section 403(b) of the Internal Revenue Code:

(a) The Owner and Annuitant of this Contract is the participant in

the applicable retirement plan.

(b) The Annuitant's entire interest in this Contract is nonforfeitable.

(i) Any payments under Annuity Option A, if applicable, shall

be measured only by the life of the Annuitant.

(ii) Any payments under Annuity Option B, if applicable, shall

be made only to the Annuitant and Beneficiary of the Annuitant and

the guaranteed period of payment shall not exceed the life

expectancy of the Annuitant at the time the first payment is due.

(2) Special Provisions applicable to Individual Retirement Annuities and

Simplified Employee Pension Individual Retirement Annuities.

The following provisions shall apply, in addition to those previously set

forth herein, and shall take precedence over contrary Contract provisions, if

the Application for this Contract indicates this Contract is to be issued as an

Individual Retirement Annuity under Section 408(b) of the Internal Revenue Code,

or as a Simplified Employee Pension Individual Retirement Annuity under Section

408(k) of the Internal Revenue Code:

(a) Except in the case of a rollover contribution (Internal Revenue

Code Section 408(d)(3)) the total annual Purchase Payments will not exceed

the dollar limitation for an Individual Retirement Annuity or a Simplified

Employee Pension Individual Retirement Annuity. For an Individual

Retirement Annuity, such dollar limitation shall not exceed an amount

equal to 100% of the compensation includable in an Annuitant's gross

income for any taxable year or $2,000, whichever is less, or the then

applicable limitation. For a Simplified Employee Pension Individual

Retirement Annuity, such dollar limitation shall not exceed an amount

equal to 15% of the compensation (not to exceed $200,000) includable in an

Annuitant's gross income for any taxable year or $30,000, whichever is

less, or the then applicable limitation. In the case of a self-employed

individual participating in these plans, the term "compensation" means

earned income as defined in Section 401(c)(2) of the Internal Revenue

Code.

(b) The Annuity Commencement Date shall be no later than April 1 of

the calendar year following the calendar year in which the Annuitant

attains age 70 1/2.

defined in Section 72(m) of the Internal Revenue Code) or attainment of

age 59 1/2, before the Company makes any payment under the terms of this

Contract, the Annuitant must furnish the Company with a declaration of the

Annuitant's intention as to the disposition of the amount to be paid.

(d) The entire interest of the Annuitant will be distributed to the

Annuitant or will begin to be distributed not later than April 1 of the

calendar year following the calendar year in which the Annuitant attains

age 70 1/2, over the life of such Annuitant or the lives of such Annuitant

and the Annuitant's Beneficiary, in equal or substantially equal amounts,

or a period not extending beyond the life expectancy of such Annuitant and

the Annuitant's Beneficiary, in equal or substantially equal amounts.

However, if the Joint and Survivor Annuity, as described in the Contract,

is elected, such substantially equal payments will be reduced by the

appropriate percentage at the death of the first spouse.

(e) If the death of the Annuitant occurs before the Annuity

Commencement Date, the Death Benefit shall be distributed to the

Beneficiary within five (5) years after the Annuitant's death, except to

the extent that a Beneficiary elects to receive an Annuity Option in

accordance with (i) or (ii) below:

(i) Payments to the Beneficiary must commence under either

Annuity Option A, B or D no later than one (1) year after the

Annuitant's death (or such later date as the Secretary of the

Treasury may prescribe by reguations) and be made over the life of

the Beneficiary or over a period not extending beyond the life

expectancy of such Beneficiary.

(ii) If the Beneficiary is the surviving spouse, the date

payments are required to commence in accordance with (i) above shall

not be earlier than the date on which the Annuitant would have

attained age 70 1/2, and if the spouse dies before payments

commence, subsequent payments shall be made as if the spouse had

been the Annuitant.

If the death of the Annuitant occurs on or after the Annuity Commencement

Date, the Company will pay the Beneficiary any remaining payments under any

Annuity Option then in effect as they become due.

(3) Special Provisions applicable to Internal Revenue Code Section 401(a),

401(k) and 403(a) pension and profit sharing plans.

The following special provisions shall apply and shall take precedence

over contrary Contract provisions, if the Application for this Contract is to be

issued in connection with a retirement plan qualified under Section 401 or

Section 403(a) of the Internal Revenue Code:

(a) The Annuitant shall be the applicable participant under the plan

and the Owner of the Contract shall be the Trustee of the plan (or, with

respect to Section 403(a) plans, the employer or the Annuitant).

(b) If the death of the Annuitant occurs before the Annuity

Commencement Date, the Death Benefit shall be paid to the trustee of the

plan (or, with respect to Section 403(a) plans, to the employer) to be

disposed of in accordance with the terms thereof. If the trustee of the

plan is the First National Bank of Boston ("Bank of Boston"), Bank of

Boston shall pay the Death Benefit to the Annuitant's designated

beneficiary at the direction of the employer or the plan administrator.

continuing benefit of the Annuitant's spouse established at fifty percent

(50%), unless the trustee or the plan administrator directs the Company to

provide an annuity under such other settlement option as may be agreed to

by the Company.

(d) To the fullest extent permitted by law, none of the benefits,

payments or proceeds of the Contract shall be subject to any claim or

legal process by a creditor of the Annuitant or of the Beneficiary or in

any way alienated, commuted or assigned by the Annuitant or by the

Beneficiary.

(e) The Annuity Commencement Date shall be no later than April 1 of

the calendar year following the later of the calendar year in which the

Annuitant attains age 70 1/2 or, in the case of an Annuitant other than a

five (5) percent owner, the calendar year in which the Annuitant retires.

(f) The entire interest of the Annuitant will be distributed to the

Annuitant or will begin to be distributed, not later than the Annuity

Commencement Date required by the preceding paragraph, over the life of

such Annuitant or the lives of such Annuitant and the Annuitant's

Beneficiary, in equal or substantially equal amounts, or a period not

extending beyond the life expectancy of such Annuitant and the Annuitant's

Beneficiary, in equal or substantially equal amounts. However, if the

Joint and Survivor Annuity, as described in the Contract, is elected, such

substantially equal payments will be reduced by the appropriate percentage

at the death of the first spouse.

(g) If the death of the Annuitant occurs before the Annuity

Commencement Date, the Death Benefit shall be distributed to the

Beneficiary within five (5) years after the Annuitant's death, except to

the extent that a Beneficiary elects to receive an Annuity Option in

accordance with (i) or (ii) below:

(i) Payments to the Beneficiary must commence under Annuity

Option A, B or D no later than one (1) year after the Annuitant's

death (or such later date as the Secretary of the Treasury may

prescribe by regulations) and be made over the life of the

Beneficiary or over a period of not extending beyond the life

expectancy of such Beneficiary.

(ii) If the Beneficiary is the surviving spouse, the date

payments are required to commence in accordance with (i) above shall

not be earlier than the date on which the Annuitant would have

attained age 70 1/2, and if the spouse dies before payments

commence, subsequent payments shall be made as if the spouse had

been the Annuitant.

If the death of the Annuitant occurs on or after the Annuity Commencement Date,

the Company will pay the Beneficiary any remaining payments under any Annuity

Option then in effect as they become due.

(4) Special Provisions applicable to Terminal Funding Annuitites.

In addition to the special provisions previously set forth, if the

Contract was purchased by a trustee/custodian and distributed to an individual

as a "Terminal Funding" Annuity, in the event of a partial withdrawal of the

Contract's Accumulation Account Value, redeposits will not be permitted.

(5) The words "life expectancy" as used above shall mean expectation of life as

determined according to the individual mortality tables in use by the Company as

of the date on which the first annuity payment is due.

(6) All of the foregoing provisions are irrevocable unless this Contract is

amended from time to time as required to reflect any change in the Internal

Revenue Code, Internal Revenue Service regulations, published revenue rulings or

applicable case law.

NON-QUALIFIED PLAN PROVISIONS

The following special provisions shall apply and take precedence over

contrary Contract provisions if this Contract is a Non-Qualified Contract:

(1) If the Participant or other holder of a Certificate dies on or

after the Annuity Commencement Date and before the entire interest in such

Certificate has been distributed, the remaining portion of such interest

must be distributed at least as rapidly as under the method of

distribution being used on the date of such Annuitant's or other holder's

death, unless a different method of distribution is permitted under

Section 72(s) of the Internal Revenue Code.

(2) If the Participant or other holder of a Certificate dies before

the Annuity Commencement Date, the entire interest in such Certificate

must be distributed within five (5) years after the death of such

Participant or other holder, unless a different method of distribution is

permitted under Section 72(s) of the Internal Revenue Code.

SUNLIFE

OF CANADA (U.S.)

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada

EXECUTIVE OFFICE: HOME OFFICE: ANNUITY SERVICE MAILING ADDRESS

One Sun Life Executive Park Wilmington, Delaware Sun Life Annuity Service Center

Wellesley Hills, Massachusetts 02181 P.0. Box 1024

Boston, Massachusetts 02103

FLEXIBLE PAYMENT DEFERRED COMBINATION VARIABLE AND FIXED GROUP ANNUITY CONTRACT

SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT D

NONPARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT

EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO

DOLLAR AMOUNT

CONT/CG-86

SL 315

SUNLIFE

OF CANADA (U.S.)

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada

EXECUTIVE OFFICE: HOME OFFICE: SUN LIFE ANNUITY SERVICE CENTER

One Sun Life Executive Park Wilmington, Delaware P.0. Box 1024

Wellesley Hills, Massachusetts 02181 Boston, Massachusetts 02102-9933

C[LOGO]OMPASS-G-TM-

This is the Certificate which evidences the interest of the Participant

named in the attached Certificate Specifications page in the Combination

Fixed/Variable Group Annuity Contract ("Contract") issued by Sun Life Assurance

Company of Canada (U.S.) ("the Company"). This Certificate is not a contract but

you should keep it and the documents that the Company has attached to it in a

safe place, so that you can refer to them when you need to. You will want to

file with it any notices which are sent to you about the Contract. If you have

any questions, contact the Owner of the Contract at the above address.

Attached to this Certificate is a copy of the Contract which has been

issued to the Owner. Also attached is a copy of the Participant Enrollment Form

and the Certificate Specifications page applicable to this Certificate.

Subject to the provisions of the Contract, the Company will pay the

benefits described therein to the person(s) entitled to them.

/s/ Donald A. Stewart /s/ Margaret Sears Mead

Donald A. Stewart Margaret Sears Mead

President Secretary

CERTIFICATE FOR

COMBINATION FIXED/VARIABLE GROUP ANNUITY CONTRACT

ISSUED BY

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT

EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO

DOLLAR AMOUNT

CERT/CG-86 SL 312 Rev. 5/96