-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BjiBh30iJ3zxhDV1uPoEL8PDvDwdb2IwQe2PBLUyG49lYXgXhF69x820aBB5C1wC r5y9cwIbAp02Q3F9Q08hqg== 0001193125-08-100542.txt : 20080502 0001193125-08-100542.hdr.sgml : 20080502 20080502143002 ACCESSION NUMBER: 0001193125-08-100542 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080502 EFFECTIVENESS DATE: 20080502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Genworth Life & Annuity VA Separate Account 1 CENTRAL INDEX KEY: 0000822616 IRS NUMBER: 540283385 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-62695 FILM NUMBER: 08798276 BUSINESS ADDRESS: STREET 1: 6610 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 804-281-6000 MAIL ADDRESS: STREET 1: 6610 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 FORMER COMPANY: FORMER CONFORMED NAME: GE LIFE & ANNUITY ASSURANCE CO IV DATE OF NAME CHANGE: 19981231 FORMER COMPANY: FORMER CONFORMED NAME: LIFE OF VIRGINIA SEPARATE ACCOUNT 4 DATE OF NAME CHANGE: 19920703 0000822616 S000009727 Genworth Life & Annuity VA Separate Account 1 C000026719 RetireReady(SM) Extra VA 497 1 d497.txt 497 Genworth Life & Annuity VA Separate Account 1 Prospectus For Flexible Premium Variable Deferred Annuity Contracts Form P1152 1/99 Issued by: Genworth Life and Annuity Insurance Company 6610 West Broad Street Richmond, Virginia 23230 Telephone: (800) 352-9910 - -------------------------------------------------------------------------------- This prospectus, dated May 1, 2008, describes an individual flexible premium variable deferred annuity contract (the "contract" or "contracts") offered to individuals and qualified and nonqualified retirement plans. Genworth Life and Annuity Insurance Company (the "Company," "we," "us," or "our") issues the contract. This contract may be referred to as "RetireReady/SM/ Extra" in our marketing materials. This prospectus gives details about the contract, Genworth Life & Annuity VA Separate Account 1 (the "Separate Account") and the Guarantee Account that you should know before investing. Please read this prospectus carefully before investing and keep it for future reference. The contract offers you the opportunity to accumulate Contract Value and provides for the payment of periodic annuity benefits. We may pay these annuity benefits on a variable or fixed basis. You may allocate your premium payments and automatic bonus credits we provide you to the Separate Account, the Guarantee Account, or both. The Guarantee Account may not be available in all states. If we apply bonus credits to your contract, we will apply them with your premium payment to your Contract Value, and allocate the credits on a pro-rata basis to the investment options you select in the same ratio as the applicable premium payment. You should know that over time and under certain circumstances (such as an extended period of poor market performance), the costs associated with the bonus credit may exceed the sum of the bonus credit and any related earnings. You should consider this possibility before purchasing the contract. The bonus credit is referred to as an "enhanced premium amount" in your contract. Each Subaccount of the Separate Account invests in shares of Portfolios of the Funds listed below: AIM Variable Insurance Funds: AIM V.I. Basic Value Fund -- Series II shares AIM V.I. Capital Appreciation Fund -- Series I shares AIM V.I. Core Equity Fund -- Series I shares AIM V.I. International Growth Fund -- Series II shares AllianceBernstein Variable Products Series Fund, Inc.: AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B AllianceBernstein Global Technology Portfolio -- Class B AllianceBernstein Growth and Income Portfolio -- Class B AllianceBernstein International Value Portfolio -- Class B AllianceBernstein Large Cap Growth Portfolio -- Class B AllianceBernstein Small Cap Growth Portfolio -- Class B American Century Variable Portfolios II, Inc.: VP Inflation Protection Fund -- Class II BlackRock Variable Series Funds, Inc.: BlackRock Basic Value V.I. Fund -- Class III Shares BlackRock Global Allocation V.I. Fund -- Class III Shares BlackRock Large Cap Growth V.I. Fund -- Class III Shares BlackRock Value Opportunities V.I. Fund -- Class III Shares Columbia Funds Variable Insurance Trust I: Columbia Marsico Growth Fund, Variable Series -- Class A Columbia Marsico International Opportunities Fund, Variable Series -- Class B Eaton Vance Variable Trust: VT Floating-Rate Income Fund VT Worldwide Health Sciences Fund Evergreen Variable Annuity Trust: Evergreen VA Omega Fund -- Class 2 Federated Insurance Series: Federated High Income Bond Fund II -- Service Shares Federated Kaufmann Fund II -- Service Shares Fidelity Variable Insurance Products Fund: VIP Balanced Portfolio -- Service Class 2 VIP Contrafund(R) Portfolio -- Service Class 2 VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 VIP Equity-Income Portfolio -- Service Class 2 VIP Growth Portfolio -- Service Class 2 VIP Growth & Income Portfolio -- Service Class 2 1 VIP Investment Grade Bond Portfolio -- Service Class 2 VIP Mid Cap Portfolio -- Service Class 2 VIP Value Strategies Portfolio -- Service Class 2 Franklin Templeton Variable Insurance Products Trust: Franklin Income Securities Fund -- Class 2 Shares Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares Mutual Shares Securities Fund -- Class 2 Shares Templeton Growth Securities Fund -- Class 2 Shares GE Investments Funds, Inc.: Core Value Equity Fund -- Class 1 Shares (formerly, Value Equity Fund) Income Fund -- Class 1 Shares Mid-Cap Equity Fund -- Class 1 Shares Money Market Fund Premier Growth Equity Fund -- Class 1 Shares Real Estate Securities Fund -- Class 1 Shares S&P 500(R) Index Fund Small-Cap Equity Fund -- Class 1 Shares Total Return Fund -- Class 1 Shares/1/ Total Return Fund -- Class 3 Shares/1/ U.S. Equity Fund -- Class 1 Shares Janus Aspen Series: Balanced Portfolio -- Service Shares Forty Portfolio -- Service Shares Legg Mason Partners Variable Equity Trust: Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II Legg Mason Partners Variable Fundamental Value Portfolio -- Class I MFS(R) Variable Insurance Trust: MFS(R) Investors Growth Stock Series -- Service Class Shares MFS(R) Investors Trust Series -- Service Class Shares MFS(R) Total Return Series -- Service Class Shares MFS(R) Utilities Series -- Service Class Shares Oppenheimer Variable Account Funds: Oppenheimer Balanced Fund/VA -- Service Shares Oppenheimer Capital Appreciation Fund/VA -- Service Shares Oppenheimer Global Securities Fund/VA -- Service Shares Oppenheimer Main Street Fund/VA -- Service Shares Oppenheimer Main Street Small Cap Fund/VA -- Service Shares Oppenheimer MidCap Fund/VA -- Service Shares PIMCO Variable Insurance Trust: All Asset Portfolio -- Advisor Class Shares High Yield Portfolio -- Administrative Class Shares Long-Term U.S. Government Portfolio -- Administrative Class Shares Low Duration Portfolio -- Administrative Class Shares Total Return Portfolio -- Administrative Class Shares The Prudential Series Fund: Jennison Portfolio -- Class II Shares Jennison 20/20 Focus Portfolio -- Class II Shares Natural Resources Portfolio -- Class II Shares Rydex Variable Trust: NASDAQ-100(R) Fund (formerly, OTC Fund) The Universal Institutional Funds, Inc.: Equity and Income Portfolio -- Class II Shares Van Kampen Life Investment Trust: Comstock Portfolio -- Class II Shares The following Portfolio is not available for new premium payments or transfers or for new contracts issued on or after November 15, 2004: Janus Aspen Series: International Growth Portfolio -- Service Shares The following Portfolios are not available to contracts issued on or after May 1, 2003: Dreyfus: The Dreyfus Socially Responsible Growth Fund, Inc. -- Initial Shares Janus Aspen Series: Global Life Sciences Portfolio -- Service Shares Global Technology Portfolio -- Service Shares Large Cap Growth Portfolio -- Service Shares Mid Cap Growth Portfolio -- Service Shares Worldwide Growth Portfolio -- Service Shares PIMCO Variable Insurance Trust: Foreign Bond Portfolio (U.S. Dollar Hedged) -- Administrative Class Shares The following Portfolios are not available to contracts issued on or after May 1, 2006: Fidelity(R) Variable Insurance Products Fund: VIP Asset Manager/SM/ Portfolio -- Service Class 2 /1/ The Subaccount invests in Class 1 shares of the Total Return Fund for contracts issued before May 1, 2006. Class 1 shares of the Total Return Fund are not available for contracts issued on or after May 1, 2006. The Subaccount invests in Class 3 shares of the Total Return Fund for contracts issued on or after May 1, 2006. 2 Goldman Sachs Variable Insurance Trust: Goldman Sachs Mid Cap Value Fund MFS(R) Variable Insurance Trust: MFS(R) New Discovery Series -- Service Class Shares The following Portfolios are not available to contracts issued on or after May 1, 2007: Legg Mason Partners Variable Equity Trust: Legg Mason Partners Variable Capital and Income Portfolio -- Class II Van Kampen Life Investment Trust: Strategic Growth Portfolio -- Class II Shares The following Portfolio is not available for new premium payments or transfers or for new contracts issued on or after May 1, 2008: XTF Advisors Trust: ETF 60 Portfolio -- Class II Shares Not all of these Portfolios may be available in all states or in all markets. The Securities and Exchange Commission ("SEC") has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This contract: . Is NOT a bank deposit . Is NOT FDIC insured . Is NOT insured or endorsed by a bank or any federal government agency . Is NOT available in every state . MAY go down in value. Except for amounts in the Guarantee Account, both the value of a contract before the Maturity Date and the amount of monthly income afterwards will depend upon the investment performance of the Portfolio(s) you select. You bear the investment risk of investing in the Portfolios. This contract has optional benefits, for an additional charge, available to contract owners. Not all benefits may be available in all states or in all markets. Should you not be able to obtain a certain feature explained in this prospectus through your current representative, please contact our Home Office at the telephone number or address listed below to inquire as to whether a particular optional benefit is available in your state and if so, for a list of firms that will permit such an optional benefit for sale. Please note that some optional benefits may have requirements that differ from or are in addition to the base contract. Before deciding to invest in an optional benefit, you should weigh its costs and benefits against the possibility that, had you not purchased the optional benefit, your Contract Value may have been higher. We may offer other contracts with features that are substantially similar to those offered in this contract and in this prospectus. These other contracts may be priced differently and may be offered exclusively to customers of one or more particular financial institutions or brokerage firms. The contract is also offered to customers of various financial institutions and brokerage firms. No financial institution or brokerage firm is responsible for the guarantees under the contract. Guarantees under the contract are the sole responsibility of the Company. In the future, additional portfolios managed by certain financial institutions or brokerage firms may be added to the Separate Account. These portfolios may be offered exclusively to purchasing customers of the particular financial institution or brokerage firm. This contract may be used with certain tax qualified retirement plans. The contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this contract does not provide additional tax deferral benefits beyond those provided in the qualified retirement plan. Accordingly, if you are purchasing this contract as a Qualified Contract, you should consider purchasing this contract for its death benefit, income benefits, and other non-tax-related benefits. Please consult a tax adviser for information specific to your circumstances in order to determine whether this contract is an appropriate investment for you. A Statement of Additional Information, dated May 1, 2008, which contains additional information about the contract has been filed with the SEC and is incorporated by reference into this prospectus. A table of contents for the Statement of Additional Information appears on the last page of this prospectus. If you would like a free copy of the Statement of Additional Information, call us at: (800) 352-9910; or write us at: 6610 West Broad Street Richmond, Virginia 23230. The Statement of Additional Information and other material incorporated by reference can be found on the SEC's website at: www.sec.gov This prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made. 3 Table of Contents Definitions................................................ 7 Fee Tables................................................. 9 Example................................................. 13 Synopsis................................................... 14 Condensed Financial Information............................ 18 Financial Statements....................................... 18 The Company................................................ 18 The Separate Account....................................... 18 The Portfolios.......................................... 19 Subaccounts............................................. 20 Voting Rights........................................... 30 Asset Allocation Program................................ 30 The Guarantee Account...................................... 38 Charges and Other Deductions............................... 39 Transaction Expenses.................................... 39 Surrender Charge.................................... 39 Exceptions to the Surrender Charge.................. 40 Deductions from the Separate Account.................... 41 Charges for the Living Benefit Rider Options............ 41 Charges for the Death Benefit Rider Options............. 42 Other Charges........................................... 44 The Contract............................................... 44 Purchase of the Contract................................ 44 Ownership............................................... 45 Assignment.............................................. 46 Premium Payments........................................ 46 Valuation Day and Valuation Period...................... 46 Allocation of Premium Payments.......................... 46 Bonus Credits........................................... 47 Valuation of Accumulation Units......................... 47 Transfers.................................................. 48 Transfers Before the Maturity Date...................... 48 Transfers from the Guarantee Account to the Subaccounts. 48 Transfers from the Subaccounts to the Guarantee Account. 48 Transfers Among the Subaccounts......................... 49 Telephone/Internet Transactions......................... 49 Confirmation of Transactions............................ 50 Special Note on Reliability............................. 50 Transfers by Third Parties.............................. 50 Special Note on Frequent Transfers...................... 51 Dollar Cost Averaging Program........................... 52 Defined Dollar Cost Averaging Program................... 53 Portfolio Rebalancing Program........................... 54 Guarantee Account Interest Sweep Program................ 54
4 Surrenders and Partial Surrenders.................................................................................. 54 Surrenders and Partial Surrenders............................................................................... 54 Restrictions on Distributions From Certain Contracts............................................................ 55 Systematic Withdrawal Program................................................................................... 56 Guaranteed Minimum Withdrawal Benefit for Life Riders........................................................... 57 Lifetime Income Plus 2008................................................................................... 57 Lifetime Income Plus 2007................................................................................... 69 Lifetime Income Plus........................................................................................ 76 Investment Strategy for the Guaranteed Minimum Withdrawal Benefit for Life Riders........................... 83 Death of Owner and/or Annuitant (for contracts issued on or after the later of May 1, 2003, or the date of state insurance department approval)................................................................................... 84 Distribution Provisions Upon Death of Owner or Joint Owner...................................................... 84 Death Benefit at Death of Any Annuitant Before the Maturity Date................................................ 84 Basic Death Benefit............................................................................................. 84 Annual Step-Up Death Benefit Rider Option....................................................................... 85 5% Rollup Death Benefit Rider Option............................................................................ 85 Earnings Protector Death Benefit Rider Option................................................................... 86 The Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option................... 87 Termination of Death Benefit Rider Options When Contract Assigned or Sold....................................... 87 How to Claim Proceeds and/or Death Benefit Payments............................................................. 87 Distribution Rules.............................................................................................. 89 Death of Owner and/or Annuitant (for contracts issued prior to May 1, 2003, or prior to the date of state insurance department approval)............................................................................................. 90 Death Benefit at Death of Any Annuitant Before the Maturity Date................................................ 90 Basic Death Benefit............................................................................................. 90 Optional Guaranteed Minimum Death Benefit....................................................................... 91 Optional Enhanced Death Benefit................................................................................. 92 When We Calculate the Death Benefit............................................................................. 93 Death of an Owner or Joint Owner Before the Maturity Date....................................................... 93 Death of an Owner, Joint Owner, or Annuitant On or After the Maturity Date...................................... 96 Income Payments.................................................................................................... 96 Optional Payment Plans.......................................................................................... 97 Variable Income Payments........................................................................................ 98 Transfers After the Maturity Date............................................................................... 99 Guaranteed Income Advantage..................................................................................... 99 Payment Optimizer Plus.......................................................................................... 106 Tax Matters........................................................................................................ 115 Introduction.................................................................................................... 115 Taxation of Non-Qualified Contracts............................................................................. 115 Section 1035 Exchanges.......................................................................................... 117 Qualified Retirement Plans...................................................................................... 117 Federal Income Tax Withholding.................................................................................. 120 State Income Tax Withholding.................................................................................... 120 Tax Status of the Company....................................................................................... 120 Federal Estate Taxes............................................................................................ 120 Generation-Skipping Transfer Tax................................................................................ 120 Annuity Purchases by Residents of Puerto Rico................................................................... 120 Annuity Purchases by Nonresident Aliens and Foreign Corporations................................................ 121 Foreign Tax Credits............................................................................................. 121 Changes in the Law.............................................................................................. 121
5 Requesting Payments........................................... 121 Sales of the Contracts........................................ 122 Additional Information........................................ 123 Owner Questions............................................ 123 Return Privilege........................................... 123 State Regulation........................................... 123 Evidence of Death, Age, Gender, Marital Status or Survival. 123 Records and Reports........................................ 123 Other Information.......................................... 124 Legal Proceedings.......................................... 124 Appendix A.................................................... A-1 Examples -- Death Benefit Calculations..................... A-1 Appendix B.................................................... B-1 Condensed Financial Information............................ B-1 Table of Contents for Statement of Additional Information
6 DEFINITIONS The following terms are used throughout the prospectus: Accumulation Unit -- An accounting unit of measure we use to calculate the value in the Separate Account before income payments commence. Annuitant -- The person named in the contract upon whose age and, where appropriate gender, we determine monthly income benefits. Annuity Unit -- An accounting unit of measure we use to calculate the amount of the second and each subsequent variable income payment. Asset Allocation Model -- A component of the Investment Strategy for the Guaranteed Minimum Withdrawal Benefit for Life Riders and Payment Optimizer Plus. Benefit Date -- For the Guaranteed Minimum Withdrawal Benefit for Life Riders, the date that will be the later of the Contract Date and the Valuation Day of the most recent reset. Benefit Year -- For the Guaranteed Minimum Withdrawal Benefit for Life Riders, each one-year period following the Benefit Date and each anniversary of that date. Bonus Credit -- The "enhanced premium amount" described in your contract. For contracts that qualify, it is the amount we will add to each premium payment we receive. The Bonus Credit is not considered a "premium payment" under the contract. Code -- The Internal Revenue Code of 1986, as amended. Contract Date -- The date we issue your contract and your contract becomes effective. Your Contract Date is shown in your contract. We use the Contract Date to determine contract years and anniversaries. Contract Value -- The total value of all your Accumulation Units in the Subaccounts and any amounts you hold in the Guarantee Account. Designated Subaccounts -- The Subaccounts available under the Investment Strategy for the Guaranteed Minimum Withdrawal Benefit for Life Riders and Payment Optimizer Plus. Fund -- Any open-end management investment company or any unit investment trust in which the Separate Account invests. General Account -- Assets of the Company other than those allocated to the Separate Account or any other segregated asset account of the Company. GIS Subaccount -- A division of the Separate Account that invests exclusively in shares of the GE Investments Funds, Inc. -- Total Return Fund. This Subaccount is only available when Guaranteed Income Advantage is elected at the time of application. Premium payments may not be made directly to the GIS Subaccount. Allocations must be made pursuant to scheduled transfers from all other Subaccounts in which you have allocated assets. Gross Withdrawal -- For the Guaranteed Minimum Withdrawal Benefit for Life Riders, an amount withdrawn from Contract Value, including any premium taxes assessed. Guarantee Account -- Part of our General Account that provides a guaranteed interest rate for a specified interest rate guarantee period. The General Account is not part of and does not depend on the investment performance of the Separate Account. The Guarantee Account may not be available in all states. Guaranteed Income Advantage -- The marketing name for the Guaranteed Income Rider. This rider may be referred to by either name in this prospectus. Home Office -- Our office located at 6610 West Broad Street, Richmond, Virginia 23230. Income Start Date -- For Guaranteed Income Advantage, the date income payments begin from one or more segments pursuant to the terms of Guaranteed Income Advantage. Investment Strategy -- The Designated Subaccounts and/or Asset Allocation Model required for the Guaranteed Minimum Withdrawal Benefit for Life Riders and Payment Optimizer Plus. The Investment Strategy is required in order to receive the full benefits available under these rider options. Joint Annuitant -- For the Guaranteed Minimum Withdrawal Benefit for Life Riders, the additional life on which monthly income is based. For Payment Optimizer Plus, the additional life on which the Withdrawal Factor may be based. Lifetime Income Plus -- The marketing name for one of the Guaranteed Minimum Withdrawal Benefit for Life Riders discussed in this prospectus. This rider may be referred to by either name in this prospectus. Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. Lifetime Income Plus 2007 -- The marketing name for one of the Guaranteed Minimum Withdrawal Benefit for Life Riders discussed in this prospectus. This rider may be referred to by either name in this prospectus. 7 Lifetime Income Plus 2008 -- The marketing name for one of the Guaranteed Minimum Withdrawal Benefit for Life Riders discussed in the prospectus. This rider may be referred to by either name in this prospectus. The rider may be issued with or without the Principal Protection Death Benefit. For purposes of this prospectus, references to Lifetime Income Plus 2008 include a rider issued with or without the Principal Protection Death Benefit, as applicable, unless stated otherwise. Maturity Date -- The date on which your income payments will commence, provided the Annuitant is living on that date. The Maturity Date is stated in your contract, unless changed by you in writing in a form acceptable to us. Payment Optimizer Plus -- The marketing name for the Payment Protection with Commutation Immediate and Deferred Variable Annuity Rider. This rider may be referred to by either name in this prospectus. Portfolio -- A division of a Fund, the assets of which are separate from other Portfolios that may be available in the Fund. Each Portfolio has its own investment objective. Not all Portfolios may be available in all states or markets. Principal Protection Death Benefit -- The death benefit provided under Lifetime Income Plus 2008, if elected at the time of application, for an additional charge. Rider Death Benefit -- The death benefit payable under the Guaranteed Minimum Withdrawal Benefit for Life Riders. Roll-Up Value -- An amount used to calculate the Withdrawal Limit for benefits provided under Lifetime Income Plus 2007 and Lifetime Income Plus 2008. Separate Account -- Genworth Life & Annuity VA Separate Account 1, a separate account we established to receive Subaccount allocations. The Separate Account is divided into Subaccounts, each of which invests in shares of a separate Portfolio. Subaccount -- A division of the Separate Account which invests exclusively in shares of a designated Portfolio. Not all Subaccounts may be available in all states or markets. A Subaccount may be referred to as an Investment Subdivision in the contract and/or marketing materials. Surrender Value -- The value of the contract as of the date we receive your written request to surrender at our Home Office, less any applicable surrender charge, premium tax, any optional death benefit charge and contract charge. Valuation Day -- Each day on which the New York Stock Exchange is open for regular trading, except for days that the Subaccount's corresponding Portfolio does not value its shares. Valuation Period -- The period that starts at the close of regular trading on the New York Stock Exchange on any Valuation Day and ends at the close of regular trading on the next succeeding Valuation Day. Withdrawal Base -- An amount used to establish the Withdrawal Limit for benefits provided under the Guaranteed Minimum Withdrawal Benefit for Life Riders. Withdrawal Factor -- The percentage used to establish the Withdrawal Limit for benefits provided under the Guaranteed Minimum Withdrawal Benefit for Life Riders. Withdrawal Limit -- The total amount that you may withdraw in a Benefit Year without reducing the benefit provided under the Guaranteed Minimum Withdrawal Benefit for Life Riders. 8 FEE TABLES The following tables describe fees and expenses that you will pay when buying, owning, partially surrendering assets or fully surrendering the contract. The first table describes the fees and expenses that you will pay when you buy the contract, take a partial surrender, fully surrender your contract or transfer assets among the investment options. State premium taxes may also be deducted.
Contract Owner Transaction Expenses - -------------------------------------------------------------------------------------------------- Surrender Charge (as a percentage of premium Number of Completed Years Surrender Charge as a payments surrendered) Since We Received the Percentage of the Premium Payment Premium Payment Surrendered/1/ ----------------------------------------------- 0 8% 1 8% 2 7% 3 6% 4 5% 5 4% 6 3% 7 2% 8 or more 0% - -------------------------------------------------------------------------------------------------- Transfer Charge $10.00/2/ - --------------------------------------------------------------------------------------------------
/1/A surrender charge is not assessed on any amounts representing gain. In addition, you may partially surrender the greater of 10% of your total premium payments or any amount surrendered to meet minimum distribution requirements under the Code each contract year without incurring a surrender charge. If you are making a withdrawal from this contract to meet annual minimum distribution requirements under the Code, and the minimum distribution amount attributable to this contract for the calendar year ending at or before the last day of the contract year exceeds the free withdrawal amount, you may withdraw the difference free of surrender charges. The free withdrawal amount is not cumulative from contract year to contract year. The surrender charge will be assessed from the amount surrendered unless otherwise requested. If you purchase Payment Optimizer Plus, after the Maturity Date you may request to terminate your contract and the rider and receive the commuted value of your income payments in a lump sum (the "commutation value"). In calculating the commutation value, we assess a commutation charge. The amount of the commutation charge will be the surrender charge that would otherwise apply under the contract, in accordance with the surrender charge schedule. /2/We currently do not assess a transfer charge. However, we reserve the right to assess a transfer charge for each transfer among the Subaccounts. 9 The next table describes the fees and expenses that you will pay periodically during the time you own the contract, not including Portfolio fees and expenses. The following charges apply to contracts issued on or after the later of May 1, 2003, or the date on which state insurance authorities approve applicable contract modifications.
Periodic Charges Other Than Portfolio Expenses - ----------------------------------------------------------------------------------------------------- Annual Contract Charge $25.00/1/ - ----------------------------------------------------------------------------------------------------- Separate Account Annual Expenses (as a percentage of your average daily net assets in the Separate Account) - ----------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.30% - ----------------------------------------------------------------------------------------------------- Administrative Expense Charge 0.25% - ----------------------------------------------------------------------------------------------------- Living Benefit Rider Options/2/ (as a percentage of your average daily net assets in the Separate Account) - ----------------------------------------------------------------------------------------------------- Current Charge Maximum Charge/3/ ------------------------------------------------------- Lifetime Income Plus/4/ Single Annuitant Contract 0.60% 2.00% ------------------------------------------------------- Joint Annuitant Contract 0.75% 2.00% - ----------------------------------------------------------------------------------------------------- Lifetime Income Plus 2007 Single Annuitant Contract 0.75% 2.00% ------------------------------------------------------- Joint Annuitant Contract 0.85% 2.00% - ----------------------------------------------------------------------------------------------------- Guaranteed Income Advantage 0.50% 0.50% - ----------------------------------------------------------------------------------------------------- Payment Optimizer Plus Single Annuitant Contract 0.50% 1.25% ------------------------------------------------------- Joint Annuitant Contract 0.65% 1.25% - ----------------------------------------------------------------------------------------------------- Living Benefit Rider Options/2,5/ - ----------------------------------------------------------------------------------------------------- Current Charge Maximum Charge/3/ ------------------------------------------------------- Lifetime Income Plus 2008 without the Principal Protection Death Benefit Single Annuitant Contract 0.75% of benefit base 2.00% of benefit base ------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base 2.00% of benefit base - ----------------------------------------------------------------------------------------------------- Lifetime Income Plus 2008 with the Principal Protection Death Benefit -- Annuitant Age 45-70 Single Annuitant Contract 0.75% of benefit base plus 2.00% of benefit base plus 0.15% of value of Principal 0.50% of value of Principal Protection Death Benefit Protection Death Benefit ------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base plus 2.00% of benefit base plus 0.15% of value of Principal 0.50% of value of Principal Protection Death Benefit Protection Death Benefit - ----------------------------------------------------------------------------------------------------- Lifetime Income Plus 2008 with the Principal Protection Death Benefit -- Annuitant Age 71-85 Single Annuitant Contract 0.75% of benefit base plus 2.00% of benefit base plus 0.40% of value of Principal 0.50% of value of Principal Protection Death Benefit Protection Death Benefit ------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base plus 2.00% of benefit base plus 0.40% of value of Principal 0.50% of value of Principal Protection Death Benefit Protection Death Benefit - -----------------------------------------------------------------------------------------------------
10 Death Benefit Rider Options/6/ (as a percentage of your Contract Value at the time the charge is taken)/7/ - ------------------------------------------------------------------------------------------------------------------- Current Charge Maximum Charge/2/ -------------------------------- Annual Step-Up Death Benefit Rider Option 0.20% 0.20% - ------------------------------------------------------------------------------------------------------------------- 5% Rollup Death Benefit Rider Option 0.30% 0.30% - ------------------------------------------------------------------------------------------------------------------- Earnings Protector Death Benefit Rider Option 0.30% 0.30% - ------------------------------------------------------------------------------------------------------------------- Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option 0.70% 0.70% - ------------------------------------------------------------------------------------------------------------------- Current Maximum -------------------------------- Maximum Total Separate Account Annual Expenses/8/ 3.00% 4.25% - -------------------------------------------------------------------------------------------------------------------
/1/This charge is taken on each contract anniversary and at the time the contract is surrendered. We will not assess this charge if your Contract Value is $10,000 or more at the time the charge is assessed. /2/None of the living benefit rider options may be elected together or in any combination. Only one may be elected and it must be elected at the time of application. Not all riders may be available in all states or in all markets. We reserve the right to discontinue offering these riders at any time and for any reason. /3/The maximum charge reflects the charge that the rider is guaranteed never to exceed. /4/Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. /5/You may purchase Lifetime Income Plus 2008 with or without the Principal Protection Death Benefit. We assess a charge for the guaranteed minimum withdrawal benefit provided by the rider. The charge for the guaranteed minimum withdrawal benefit is calculated quarterly as a percentage of the benefit base, as defined and determined under the rider, and deducted quarterly from the Contract Value. On the Contract Date, the benefit base equals Contract Value. The benefit base will change and may be higher than the Contract Value on any given day. If you purchase Lifetime Income Plus 2008 with the Principal Protection Death Benefit, another charge will be assessed for the Principal Protection Death Benefit. The charge for the Principal Protection Death Benefit is calculated quarterly as a percentage of the value of the Principal Protection Death Benefit, as defined and determined under the rider, and deducted quarterly from the Contract Value. On the Contract Date, the value of the Principal Protection Death Benefit equals the initial premium payment. The charge for the Principal Protection Death Benefit is higher if any Annuitant is age 71 or older at the time of application or when an Annuitant is added to the contract. The charges for the rider will be deducted at the end of the calendar quarter. /6/The Annual Step-Up Death Benefit Rider may be elected with Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 at the time of application. None of the other death benefit rider options are available with Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008. You may purchase the Earnings Protector Death Benefit Rider with either the Annual Step-Up Death Benefit Rider or the 5% Rollup Death Benefit Rider. You may not, however, purchase the Annual Step-Up Death Benefit Rider and the 5% Rollup Death Benefit Rider together or in any combination. The Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider may not be purchased with any other death benefit rider option. /7/All charges for the death benefit rider options are taken in arrears on each contract anniversary and at the time the contract is surrendered. /8/The Maximum Total Separate Account Annual Expenses for the current charges assume that the owner elects the Annual Step-Up Death Benefit Rider and Lifetime Income Plus 2008 with the Principal Protection Death Benefit, and that the owner purchases the contract as a Joint Annuitant contract with an Annuitant that is age 71 or older. The Maximum Total Separate Account Annual Expenses for the maximum charges assume that the owner elects the Annual Step-Up Death Benefit Rider and Lifetime Income Plus 2008 with the Principal Protection Death Benefit, and that the owner purchases the contract as a Joint Annuitant contract. If another combination of optional benefits is elected, or if no optional benefit is elected, the total Separate Account annual expenses would be lower. Additionally, please note that "Maximum Total Separate Account Annual Expenses" reflect the sum of (i) charges that are based on assets in the Separate Account, (ii) death benefit rider option charges that are based on Contract Value, and (iii) for Lifetime Income Plus 2008, charges that are based on the benefit base, as defined and determined in the rider. While "Maximum Total Separate Account Annual Expenses" sums the amounts of applicable charges for ease of reference and possible comparison with other variable annuity contracts, your actual total expenses may be different. 11 The next table describes the fees and expenses that you will pay periodically during the time you own the contract, not including Portfolio fees and expenses, if you purchased your contract prior to May 1, 2003, or prior to the date on which state insurance authorities approve the applicable contract modifications.
Periodic Charges Other Than Portfolio Expenses - ------------------------------------------------------------------------------------- Annual Contract Charge $25.00/1/ - ------------------------------------------------------------------------------------- Separate Account Annual Expenses (as a percentage of your average daily net assets in the Separate Account) - ------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.30% - ------------------------------------------------------------------------------------- Administrative Expense Charge 0.25% - ------------------------------------------------------------------------------------- Optional Benefits/2/ - ------------------------------------------------------------------------------------- Optional Guaranteed Minimum Death Benefit Rider 0.35%/3/ - ------------------------------------------------------------------------------------- Optional Enhanced Death Benefit Rider 0.35%/4/ - ------------------------------------------------------------------------------------- Maximum Total Separate Account Annual Expenses 2.25%/5/ - -------------------------------------------------------------------------------------
/1/This charge is taken on each contract anniversary and at the time the contract is surrendered. We will not assess this charge if your Contract Value is $10,000 or more at the time the charge is assessed. /2/The charges for the optional death benefits are taken in arrears on each contract anniversary and at the time of surrender. /3/This charge is a percentage of your average benefit amount for the prior contract year. Currently we charge 0.25% of your prior contract year's average benefit amount. /4/This charge is a percentage of your average Contract Value for the prior contract year. Currently we charge 0.20% of your prior contract year's average Contract Value. /5/The Maximum Total Separate Account Annual Expenses assume that the owner elected the Optional Guaranteed Minimum Death Benefit Rider and the Optional Enhanced Death Benefit Rider. If only one optional death benefit rider was elected, or if no optional death benefit rider was elected, the total Separate Account annual expenses would be lower. For information concerning compensation paid for the sale of the contract, see the "Sales of the Contract" provision of the prospectus. The next item shows the minimum and maximum total annual operating expenses charged by the Portfolios that you may pay periodically during the time that you own the contract. These are expenses that are deducted from Portfolio assets, which may include management fees, distribution and/or service (12b-1) fees, and other expenses. More detail concerning each Portfolio's fees and expenses appears in the prospectus for each Portfolio. Annual Portfolio Expenses/1/ Minimum Maximum - -------------------------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses (before fee waivers or reimbursements) 0.40% 8.98% - --------------------------------------------------------------------------------------------------
/1/The Portfolio expenses used to prepare this table were provided to the Company by the Funds. The Company has not independently verified such information. The expenses shown are those incurred for the year ended December 31, 2007. Current or future expenses may be greater or less than those shown. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Portfolios have agreed to waive their fees and/or reimburse the Portfolios' expenses in order to keep the Portfolios' expenses below specified limits. In some cases, these expense limitations are contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. The minimum and maximum Total Annual Portfolio Operating Expenses for all the Portfolios after all fee waivers and expense reimbursements (whether voluntary or contractual) are 0.40% and 1.78%, respectively. Please see the prospectus for each Portfolio for information regarding the expenses for each Portfolio, including fee reduction and/or expense reimbursement arrangements, if applicable. 12 Example For contracts issued on or after the later of May 1, 2003, or the date on which state insurance authorities approve applicable contract modifications, the following Examples apply: These Examples are intended to help you compare the costs of investing in the contract with the costs of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract and optional rider charges, and Portfolio fees and expenses. The Examples show the dollar amount of expenses you would bear directly or indirectly if you: . invested $10,000 in the contract for the time periods indicated; . earned a 5% annual return on your investment; . elected Lifetime Income Plus 2008 with the Principal Protection Death Benefit; . elected the Annual Step-Up Death Benefit Rider; and . surrendered your contract at the end of the stated period. Each Example assumes that the maximum fees and expenses of any of the Portfolios are charged. Your actual expenses may be higher or lower than those shown below. The Example does not include any taxes or tax penalties that may be assessed upon surrender of the contract.
Costs Based on Maximum Annual Portfolio Expenses - ------------------------------------------------ 1 Year 3 Years 5 Years 10 Years - ------ ------- ------- -------- $2,071 $4,391 $6,410 $10,680
The next Example uses the same assumptions as the prior Example, except that it assumes you decide to annuitize your contract or that you decide not to surrender your contract at the end of the stated time period.
Costs Based on Maximum Annual Portfolio Expenses - ------------------------------------------------ 1 Year 3 Years 5 Years 10 Years - ------ ------- ------- -------- $1,337 $3,867 $6,108 $10,664
Please remember that you are looking at Examples and not a representation of past or future expenses. Your rate of return may be higher or lower than 5%, which is not guaranteed. The Examples do not assume that any Portfolio expense waivers or fee reimbursement arrangements are in effect for the periods presented. The above Examples assume: . Separate Account charges of 1.55% (deducted daily at an effective annual rate of the assets in the Separate Account); . an annual contract charge of $25 (assumed to be equivalent to 0.25% of the Contract Value); . for Lifetime Income Plus 2008 with the Principal Protection Death Benefit, a charge of 2.00% of benefit base plus a charge of 0.50% of the value of the Principal Protection Death Benefit (deducted quarterly from Contract Value); and . a charge of 0.20% for the Annual Step-Up Death Benefit Rider (deducted annually as a percentage of Contract Value). If the optional riders are not elected, the expense figures shown above would be lower. For contracts issued prior to May 1, 2003, or prior to the date state insurance authorities approve applicable contract modifications, the following Examples apply: These Examples are intended to help you compare the costs of investing in the contract with the costs of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract and optional rider charges, Separate Account annual expenses and Portfolio fees and expenses. The Examples show the dollar amount of expenses you would bear directly or indirectly if you: . invested $10,000 in the contract for the time periods indicated; . earned a 5% annual return on your investment; . elected the Optional Guaranteed Minimum Death Benefit Rider; . elected the Optional Enhanced Death Benefit Rider; and . surrendered your contract at the end of the stated period. Each Example assumes that the maximum fees and expenses of any of the Portfolios are charged. Your actual expenses may be higher or lower than those shown below. The Example does not include any taxes or tax penalties that may be assessed upon surrender of the contract.
Costs Based on Maximum Annual Portfolio Expenses - ------------------------------------------------ 1 Year 3 Years 5 Years 10 Years - ------ ------- ------- -------- $1,875 $3,819 $5,468 $8,830
The next Example uses the same assumptions as the prior Example, except that it assumes you decide to annuitize your contract or that you decide not to surrender your contract at the end of the stated time period.
Costs Based on Maximum Annual Portfolio Expenses - ------------------------------------------------ 1 Year 3 Years 5 Years 10 Years - ------ ------- ------- -------- $1,075 $3,205 $5,070 $8,778
13 Please remember that you are looking at Examples and not a representation of past or future expenses. Your rate of return may be higher or lower than 5%, which is not guaranteed. The Examples do not assume that any Portfolio expense waivers or fee reimbursement arrangements are in effect for the periods presented. The above Examples assume: . total Separate Account charges of 1.55% (deducted daily at an annual effective rate of assets in the Separate Account); . an annual contract charge of $25 (assumed to be equivalent to 0.25% of the Contract Value); . a charge of 0.35% for the Optional Guaranteed Minimum Death Benefit Rider (an annual rate as a percentage of the prior contract year's average benefit amount); and . a charge of 0.35% for the Optional Enhancement Death Benefit Rider (an annual rate as a percentage of prior contract year's average Contract Value). If the Optional Guaranteed Minimum Death Benefit Rider and the Optional Enhancement Death Benefit Rider are not elected, the expense figures shown above would be lower. SYNOPSIS What type of contract am I buying? The contract is an individual flexible premium variable deferred annuity contract. We may issue it as a contract qualified ("Qualified Contract") under the Code, or as a contract that is not qualified under the Code ("Non-Qualified Contract"). Because this contract may be used with certain tax qualified retirement plans that offer their own tax deferral benefit, you should consider purchasing the contract as a Qualified Contract. This prospectus only provides disclosure about the contract. Certain features described in this prospectus may vary from your contract. See "The Contract" provision of this prospectus. How does the contract work? Once we approve your application, we will issue a contract. During the accumulation period, you can use your premium payments to buy Accumulation Units in the Separate Account or interests in the Guarantee Account. Should you decide to receive income payments (annuitize the contract), we will convert your Accumulation Units to Annuity Units. You can choose fixed or variable income payments, unless you are taking income payments from the GIS Subaccount(s) pursuant to the election of Guaranteed Income Advantage or you are taking income payments pursuant to the election of Payment Optimizer Plus. All income payments made from the GIS Subaccount(s) will be made in accordance with the terms of Guaranteed Income Advantage. All income payments made from Payment Optimizer Plus will be made in accordance with the terms of that rider. If you choose variable income payments, we will base each periodic income payment upon the number of Annuity Units to which you became entitled at the time you decide to annuitize and on the value of each unit on the date the payment is determined. If only a portion of the contract is being annuitized pursuant to Guaranteed Income Advantage, monthly income payments will be taxed as partial withdrawals, rather than income payments. See "The Contract," the "Income Payments --Guaranteed Income Advantage," and the "Income Payments --Payment Optimizer Plus" provisions of this prospectus. What is a Bonus Credit? The Bonus Credit is an amount we add to each premium payment we receive. For contracts issued on or after the later of October 29, 2002 or the date on which state insurance authorities approve the applicable contract modifications, and if the Annuitant is age 80 or younger when the contract is issued, we will add 5% of each premium payment to your Contract Value. For contracts issued prior to October 29, 2002 or prior to the date on which state insurance authorities approve the applicable contract modifications, and if the Annuitant is age 80 or younger when the contract is issued, we will add 4% of each premium payment to your Contract Value. If the Annuitant is age 81 or older at the time the contract is issued, we will not pay any Bonus Credits. (The Annuitant cannot be age 81 or older at the time of application unless we approve an Annuitant of an older age.) Bonus Credits are not considered "premium payments" for purposes of the contract. In addition, please note that any applicable Bonus Credit will not be included in the Withdrawal Base, Rider Death Benefit, Principal Protection Death Benefit or Roll-Up Value, if applicable, if you elected Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 or the benefit base if you elected Payment Optimizer Plus. You will have to reset your benefit under the terms of the applicable rider to capture the Bonus Credit or any related earnings in the Withdrawal Base or benefit base. See the "Bonus Credits" provision of this prospectus. What is the Separate Account? The Separate Account is a segregated asset account established under Virginia insurance law, and registered with the SEC as a unit investment trust. We allocate the assets of the Separate Account to one or more Subaccounts, in accordance with your instructions. We do not charge those assets with liabilities arising out of any other business we may conduct. Amounts you allocate to the Separate Account will reflect the investment performance of the Portfolios you select. You bear the risk of investment gain or loss on amounts allocated to the Separate Account. See "The Separate Account" provision of this prospectus. 14 What are my variable investment choices? Through its Subaccounts, the Separate Account uses your premium payments to purchase shares, at your direction, in one or more of the Portfolios. In turn, each Portfolio holds securities consistent with its own particular investment objective. See "The Separate Account" provision of this prospectus. What is the Guarantee Account? We offer fixed investment choices through our Guarantee Account. The Guarantee Account is part of our General Account and pays interest at declared rates we guarantee for selected periods of time. We also guarantee the principal, after any deductions of applicable contract charges. Since the Guarantee Account is part of the General Account, we assume the risk of investment gain or loss on amounts allocated to it. The Guarantee Account is not a part of and does not depend upon the investment performance of the Separate Account. You may transfer assets between the Guarantee Account and the Separate Account subject to certain restrictions. The Guarantee Account may not be available in all states or markets. See "The Guarantee Account" and the "Transfers" provisions of this prospectus. What charges are associated with this contract? Should you take a partial surrender or totally surrender your contract before your premium payments have been in your contract for eight full years, we will assess a surrender charge ranging from 2% to 8%, depending upon how many full years those payments have been in the contract. If your premium payments have been in your contract for eight full years, the surrender charge reduces to 0%. We do not assess a surrender charge upon any amounts surrendered that represent gain. You may also partially surrender up to the greater of 10% of premium payments or any amount surrendered to meet minimum distribution requirements under the Code each contract year without being assessed a surrender charge. If you are making a withdrawal from this contract to meet annual minimum distribution requirements under the Code, and the minimum distribution amount attributable to this contract for the calendar year ending at or before the last day of the contract year exceeds the free withdrawal amount, you may withdraw the difference free of surrender charges. We will deduct amounts surrendered first from any gain in the contract and then from premiums paid. We do not assess the surrender charge upon annuitization under an Optional Payment Plan with a life contingency or a period certain guaranteeing payments for five years or more. We may also waive the surrender charge under certain other conditions. See the "Surrender Charge" provision of this prospectus. We assess annual charges in the aggregate at an effective annual rate of 1.55% against the daily net asset value of the Separate Account. These charges consist of an administrative expense charge of 0.25% and a mortality and expense risk charge of 1.30%. There is also a $25 annual contract charge, which we waive if the Contract Value is $10,000 or more at the time the charge is assessed. We also charge for the optional riders. For a complete discussion of the charges associated with the contract, see the "Charges and Other Deductions" provision of this prospectus. If your state assesses a premium tax with respect to your contract, then at the time we incur the tax (or at such other time as we may choose), we will deduct those amounts from premium payments or the Contract Value, as applicable. See the "Charges and Other Deductions" and the "Deductions for Premium Taxes" provisions of this prospectus. There are also expenses associated with the Portfolios. These include management fees and other expenses associated with the daily operation of each Portfolio, as well as 12b-1 fees or service share fees, if applicable. See the "Fee Tables" provision of this prospectus. A Portfolio may also impose a redemption charge on Subaccount assets that are redeemed from the Portfolio in connection with a transfer. Portfolio expenses, including any redemption charges, are more fully described in the prospectus for each Portfolio. We pay compensation to broker-dealers who sell the contracts. For a discussion of this compensation, see the "Sales of the Contracts" provision of this prospectus. We offer other variable annuity contracts in the Separate Account (and our other separate accounts) that also invest in the same (or many of the same) Portfolios of the Funds offered under the contract. These other contracts may have different charges and may offer different benefits more suitable to your needs. To obtain more information about these contracts, including a prospectus, contact your registered representative, or call (800) 352-9910. How much must I pay and how often? Subject to certain minimum and maximum payments, the amount and frequency of your premium payments are flexible. See "The Contract -- Premium Payments" provision of this prospectus. How will my income payments be calculated? We will pay you a monthly income beginning on the Maturity Date (or the earlier of the Income Start Date and the Maturity Date if Guaranteed Income Advantage is elected at the time of application) if the Annuitant is still living. You may also decide to take income payments under one of the Optional Payment Plans. We will base your initial payment on Contract Value and other factors. See the "Income Payments" provision of this prospectus. 15 What happens if I die before the Maturity Date? Before the Maturity Date, if an owner, joint owner, or Annuitant dies while the contract is in force, we will treat the designated beneficiary as the sole owner of the contract, subject to certain distribution rules. We may pay a death benefit to the designated beneficiary(ies). See the "Death of the Owner and/or Annuitant" provision of this prospectus. May I transfer assets among Subaccounts and to and from the Guarantee Account? You may transfer assets among the Subaccounts and you may transfer assets to and from the Guarantee Account. However, there are limitations imposed by your contract on both the number of transfers that may be made per calendar year, as well as limitations on transfer rights. For transfers among the Subaccounts and transfers to the Subaccounts from the Guarantee Account, the minimum transfer amount is currently $100 or the entire balance in the Subaccount if the transfer will leave a balance of less than $100. See the "Transfers," "Income Payments -- Transfers After the Maturity Date," "Income Payments -- Guaranteed Income Advantage," and "The Guarantee Account" provisions of this prospectus. In addition, if you elect Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, the benefits you receive under those riders may be reduced if, after a transfer, your assets are not allocated in accordance with the Investment Strategy as outlined in your rider. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. See the "Surrenders and Partial Surrenders -- Guaranteed Minimum Withdrawal Benefit for Life Riders" and "Income Payments --Payment Optimizer Plus" provisions of this prospectus. May I surrender the contract or take a partial surrender? Yes, subject to contract requirements and restrictions imposed under certain retirement plans. If you surrender the contract or take a partial surrender, we may assess a surrender charge as discussed above. In addition, you may be subject to income tax, and if you are younger than age 59 1/2 at the time of the surrender or partial surrender, a 10% IRS penalty tax. A total surrender or a partial surrender may also be subject to tax withholding. See the "Tax Matters" provision of this prospectus. A partial surrender will reduce the death benefit by the proportion that the partial surrender (including any applicable surrender charge and premium tax) reduces your Contract Value. See the "Death of Owner and/or Annuitant" provision of this prospectus for more information. In addition, if you elect Guaranteed Income Advantage and you take a withdrawal from the GIS Subaccount(s), you will lose your right to make any additional scheduled transfers to that segment and your guaranteed income floor will be adjusted to reflect the withdrawal made. See the "Income Payments -- Guaranteed Income Advantage" provision of this prospectus. If you elect Lifetime Income Plus, Lifetime Income Plus 2007, Lifetime Income Plus 2008 or Payment Optimizer Plus, partial surrenders may affect the benefit you receive under that rider. See the "Surrenders and Partial Surrenders -- Guaranteed Minimum Withdrawal Benefit for Life Riders" and "Income Payments -- Payment Optimizer Plus" provisions of this prospectus. Do I get a free look at this contract? Yes. You have the right to return the contract to us at our Home Office at the address listed on page 1 of this prospectus, and have us cancel the contract within a certain number of days (usually 10 days from the date you receive the contract, but some states require different periods). If you exercise this right, we will cancel the contract as of the Valuation Day we receive it at our Home Office and send you a refund computed as of that date. Your refund will be computed as follows: (1) if your Contract Value has increased or has stayed the same, your refund will equal your Contract Value, minus any Bonus Credits applied, but plus any mortality and expense risk charges and administrative expense charges we deducted on or before the date we received the returned contract at our Home Office; (2) if your Contract Value has decreased, your refund will equal your Contract Value, minus any Bonus Credits applied, but plus any mortality and expense risk charges and administrative expense charges we deducted on or before the date we received the returned contract and plus any investment loss, including any charges made by the Portfolios, attributable to Bonus Credits as of the date we received the returned contract at our Home Office; or (3) if required by the law of your state, your premium payments minus any partial surrenders you previously have taken. You receive any gains and we bear any losses attributable to the Bonus Credits during the free look period. We do not assess a surrender charge when your contract is surrendered during the free-look period. See the "Return Privilege" provision of this prospectus for more information. 16 What optional benefits are available under this contract? We offer several optional benefits by rider under this contract. The riders may not be available in all states. The "Living Benefit Rider Options." We currently offer four "living benefit rider options" under this prospectus. You may not purchase the riders together or in any combination. Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. Three Guaranteed Minimum Withdrawal Benefit for Life Riders are discussed in this prospectus: Lifetime Income Plus, Lifetime Income Plus 2007 and Lifetime Income Plus 2008. These riders provide guaranteed withdrawals until the last death of an Annuitant, at least equal to premium payments, with upside potential, provided you meet certain conditions. Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. To receive the full benefit provided by each of the Guaranteed Minimum Withdrawal Benefit for Life Riders, you must allocate all premium payments and assets in your contract in accordance with the Investment Strategy prescribed by the particular rider. If you purchase Lifetime Income Plus 2008, you must always allocate assets in accordance with the Investment Strategy prescribed by that rider. Please see the "Surrenders and Partial Withdrawals -- Guaranteed Minimum Withdrawal Benefit for Life Riders" provision of this prospectus for more information about the riders and their features. We also offer Guaranteed Income Advantage, which provides a guaranteed income benefit that is based on the amount of assets you invest in the GIS Subaccount(s). You may not allocate premium payments or assets in your contract directly into the GIS Subaccount(s). Rather, allocations to the GIS Subaccount(s) must be made through a series of scheduled transfers from other Subaccounts in which you have allocated assets. Please see the "Income Payments -- Guaranteed Income Advantage" provision of this prospectus for more information about the rider and its features. Finally, we offer Payment Optimizer Plus, which provides for a guaranteed income benefit that is based on the amount of premium payments you make to your contract. To receive the full benefit provided by Payment Optimizer Plus, you must allocate all premium payments and assets in your contract in accordance with the Investment Strategy prescribed by the rider. Please see the "Income Payments -- Payment Optimizer Plus" provision of this prospectus for more information about the rider and its features. Each of the riders offered in this prospectus is available at an additional charge if elected when you apply for the contract. The Death Benefit Rider Options. We offer the following four optional death benefits by rider in addition to the Basic Death Benefit available under the contract: (i) the Annual Step-Up Death Benefit Rider; (ii) the 5% Rollup Death Benefit Rider; (iii) the Earnings Protector Death Benefit Rider; and (iv) the Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider. Each of these optional death benefit riders is available at an additional charge if elected when you apply for the contract. The Basic Death Benefit is provided to you automatically and at no additional charge. Please see the "Death of Owner and/or Annuitant" provision of this prospectus for more information about these optional death benefit riders and their features. When are my allocations effective when purchasing this contract? Within two business days after we receive all the information necessary to process your purchase order, we will allocate your initial premium payment directly to the Guarantee Account and/or the Subaccounts that correspond to the Portfolios you choose. For contract owners that have elected Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, all premium payments must be allocated in accordance with the Investment Strategy as outlined in each rider in order to receive the full benefit provided by the rider. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. For contract owners that have elected Guaranteed Income Advantage, premium payments may not be allocated directly to the GIS Subaccount(s), but must be made pursuant to scheduled transfers from all other Subaccounts in which you have allocated assets. See "The Contract -- Allocation of Premium Payments," the "Surrenders and Partial Surrenders -- Guaranteed Minimum Withdrawal Benefit for Life Riders," the "Income Payments -- Guaranteed Income Advantage," and the "Income Payments -- Payment Optimizer Plus" provisions of this prospectus. What are the Federal tax implications of my investment in the contract? Generally all investment earnings under the contract are tax-deferred until withdrawn or until income payments begin. A distribution from the contract, which includes a full or partial surrender or payment of a death benefit, will generally result in taxable income if there has been an increase in the Contract Value. In certain circumstances, a 10% IRS penalty tax may also apply. All amounts includable in income with respect to the contract are taxed as ordinary income; no amounts are taxed at the special lower rates applicable to long term capital gains and corporate dividends. See the "Tax Matters" provision of this prospectus. 17 CONDENSED FINANCIAL INFORMATION The value of an Accumulation Unit is determined on the basis of changes in the per share value of the Portfolios and the assessment of Separate Account charges which may vary from contract to contract. Please refer to the Statement of Additional Information for more information on the calculation of Accumulation Unit values. Please see Appendix B of this prospectus for tables of Accumulation Unit values. FINANCIAL STATEMENTS The consolidated financial statements for Genworth Life and Annuity Insurance Company and subsidiaries, as well as the financial statements for the Separate Account, are located in the Statement of Additional Information. If you would like a free copy of the Statement of Additional Information, call (800) 352-9910 or write to our Home Office at the address listed on page 1 of this prospectus. In addition, the Statement of Additional Information is available on the SEC's website at http://www.sec.gov. THE COMPANY We are a stock life insurance company operating under a charter granted by the Commonwealth of Virginia on March 21, 1871. We principally offer life insurance policies and annuity contracts. We do business in 49 states and the District of Columbia. Our principal offices are at 6610 West Broad Street, Richmond, Virginia 23230. We are obligated to pay all amounts promised under the contract. Capital Brokerage Corporation serves as principal underwriter for the contracts and is a broker/dealer registered with the SEC. Genworth North America Corporation (formerly, GNA Corporation) directly owns the stock of Capital Brokerage Corporation and the Company. Genworth North America Corporation is directly owned by Genworth Financial, Inc., a public company. We are a charter member of the Insurance Marketplace Standards Association ("IMSA"). We may use the IMSA membership logo and language in our advertisements, as outlined in IMSA's Marketing and Graphics Guidelines. Companies that belong to IMSA subscribe to a set of ethical standards covering the various aspects of sales and service for individually sold life insurance and annuities. THE SEPARATE ACCOUNT We established the Separate Account as a separate investment account on August 19, 1987. The Separate Account may invest in mutual funds, unit investment trusts, managed separate accounts, and other portfolios. We use the Separate Account to support the contract as well as for other purposes permitted by law. Currently, there are multiple Subaccounts of the Separate Account available under the contract. Each Subaccount invests exclusively in shares representing an interest in a separate corresponding Portfolio of the Funds. The assets of the Separate Account belong to us. Nonetheless, we do not charge the assets in the Separate Account attributable to the contracts with liabilities arising out of any other business which we may conduct. The assets of the Separate Account will, however, be available to cover the liabilities of our General Account to the extent that the assets of the Separate Account exceed its liabilities arising under the contracts supported by it. Income and both realized and unrealized gains or losses from the assets of the Separate Account are credited to or charged against the Separate Account without regard to the income, gains, or losses arising out of any other business we may conduct. Guarantees made under the contract, including any rider options, are based on the claims paying ability of the Company to the extent that the amount of the guarantee exceeds the assets available in the Separate Account. We registered the Separate Account with the SEC as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"). The Separate Account meets the definition of a separate account under the Federal securities laws. Registration with the SEC does not involve supervision of the management or investment practices or policies of the Separate Account by the SEC. You assume the full investment risk for all amounts you allocate to the Separate Account. If permitted by law, we may deregister the Separate Account under the 1940 Act in the event registration is no longer required; manage the Separate Account under the direction of a committee; or combine the Separate Account with one of our other separate accounts. Further, to the extent permitted by applicable law, we may transfer the assets of the Separate Account to another separate account. 18 The Portfolios There is a separate Subaccount which corresponds to each Portfolio of a Fund offered in this contract. You select the Subaccounts to which you allocate premium payments and you currently may change your future premium payment allocation without penalty or charges. If you elect Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, however, the benefits you receive under the rider may be reduced if your assets are not allocated in accordance with the Investment Strategy outlined in each rider. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. In addition, there are limitations on the number of transfers that may be made each calendar year. See the "Transfers" provision of this prospectus for additional information. Each Fund is registered with the SEC as an open-end management investment company under the 1940 Act. The assets of each Portfolio are separate from other portfolios of a Fund and each Portfolio has separate investment objectives and policies. As a result, each Portfolio operates as a separate Portfolio and the investment performance of one Portfolio has no effect on the investment performance of any other Portfolio. Before choosing a Subaccount to allocate your premium payments and assets, carefully read the prospectus for each Portfolio, along with this prospectus. You may obtain the most recent prospectus for each Portfolio by calling us at (800) 352-9910, or writing us at 6610 West Broad Street, Richmond, Virginia 23230. You may also obtain copies of the prospectus for each Portfolio on our website at www.gefinancialpro.com. We summarize the investment objectives of each Portfolio below. There is no assurance that any of the Portfolios will meet its objectives. We do not guarantee any minimum value for the amounts you allocate to the Separate Account. You bear the investment risk of investing in the Subaccounts. The investment objectives and policies of certain Portfolios are similar to the investment objectives and policies of other portfolios that may be managed by the same investment adviser or manager. The investment results of the Portfolios, however, may be higher or lower than the results of such other portfolios. There can be no assurance, and no representation is made, that the investment results of any of the Portfolios will be comparable to the investment results of any other Portfolio, even if the other Portfolio has the same investment adviser or manager, or if the other Portfolio has a similar name. 19 Subaccounts You may allocate premium payments in the Portfolios listed below, in addition to the Guarantee Account (if available), at any one time. For contract owners that have elected Guaranteed Income Advantage, you may not allocate premium payments directly to the GIS Subaccount(s). Such allocations must be made pursuant to scheduled transfers from all other Subaccounts in which you have allocated assets. See the "Income Payments -- Guaranteed Income Advantage" provision of this prospectus. If you elect Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, the benefits you receive under the rider may be reduced if your assets are not allocated in accordance with the Investment Strategy outlined in each rider. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. See the "Surrenders and Partial Surrenders --Guaranteed Minimum Withdrawal Benefit for Life Riders" and "Income Payments -- Payment Optimizer Plus," provisions of this prospectus.
Adviser (and Sub-Adviser(s), Subaccount Investment Objective as applicable) ---------------------------------------------------------------------------------------------- AIM VARIABLE AIM V.I. Basic Value Fund -- Long-term growth of capital. Invesco AIM Advisors, Inc. INSURANCE FUNDS Series II shares (formerly, A I M Advisors, Inc.) (subadvised by AIM Funds Management Inc.; Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited) ---------------------------------------------------------------------------------------------- AIM V.I. Capital Appreciation Growth of capital. Invesco AIM Advisors, Inc. Fund -- Series I shares (formerly, A I M Advisors, Inc.) (subadvised by AIM Funds Management Inc.; Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited) ---------------------------------------------------------------------------------------------- AIM V.I. Core Equity Fund -- Growth of capital. Invesco AIM Advisors, Inc. Series I shares (formerly, A I M Advisors, Inc.) (subadvised by AIM Funds Management Inc.; Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited) ----------------------------------------------------------------------------------------------
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Subaccount Investment Objective ------------------------------------------------------------------------ AIM V.I. International Growth Long-term growth of capital. Fund -- Class II shares ------------------------------------------------------------------------ ALLIANCEBERNSTEIN AllianceBernstein Balanced Seeks to maximize total return VARIABLE PRODUCTS Wealth Strategy Portfolio -- consistent with the adviser's SERIES FUND, INC. Class B determination of reasonable risk. ------------------------------------------------------------------------ AllianceBernstein Global Long-term growth of capital. Technology Portfolio -- Class B ------------------------------------------------------------------------ AllianceBernstein Long-term growth of capital. Growth and Income Portfolio -- Class B ------------------------------------------------------------------------ AllianceBernstein International Long-term growth of capital. Value Portfolio -- Class B ------------------------------------------------------------------------ AllianceBernstein Large Cap Long-term growth of capital. Growth Portfolio -- Class B ------------------------------------------------------------------------ AllianceBernstein Small Cap Long-term growth of capital. Growth Portfolio -- Class B ------------------------------------------------------------------------ AMERICAN CENTURY VP Inflation Protection Fund -- Pursues long-term total return using a VARIABLE PORTFOLIOS II, Class II strategy that seeks to protect against INC. U.S. inflation. ------------------------------------------------------------------------ BLACKROCK VARIABLE BlackRock Basic Value V.I. Fund Seeks capital appreciation, and SERIES FUNDS, INC. -- Class III Shares secondarily, income. ------------------------------------------------------------------------ BlackRock Global Allocation V.I. Seeks high total investment return. Fund -- Class III Shares ------------------------------------------------------------------------ BlackRock Large Cap Growth V.I. Seeks long-term capital growth. Fund -- Class III Shares ------------------------------------------------------------------------ BlackRock Value Opportunities Seeks long-term capital growth. V.I. Fund -- Class III Shares ------------------------------------------------------------------------ COLUMBIA FUNDS Columbia Marsico Growth Fund, The fund seeks long-term growth of VARIABLE INSURANCE Variable Series -- Class A capital. TRUST I ------------------------------------------------------------------------ Columbia Marsico International The fund seeks long-term growth of Opportunities Fund, Variable capital. Series -- Class B ------------------------------------------------------------------------
Adviser (and Sub-Adviser(s), Investment Objective as applicable) - -------------------------------------------------------------------------- Long-term growth of capital. Invesco AIM Advisors, Inc. (formerly, A I M Advisors, Inc.) (subadvised by AIM Funds Management Inc.; Invesco Global Asset Management (N.A.), Inc.; Invesco Institutional (N.A.), Inc.; Invesco Senior Secured Management, Inc.; Invesco Hong Kong Limited; Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited; Invesco Asset Management Deutschland, GmbH; and Invesco Australia Limited) - -------------------------------------------------------------------------- Seeks to maximize total return AllianceBernstein, L.P. consistent with the adviser's determination of reasonable risk. - -------------------------------------------------------------------------- Long-term growth of capital. AllianceBernstein, L.P. - -------------------------------------------------------------------------- Long-term growth of capital. AllianceBernstein, L.P. - -------------------------------------------------------------------------- Long-term growth of capital. AllianceBernstein, L.P. - -------------------------------------------------------------------------- Long-term growth of capital. AllianceBernstein, L.P. - -------------------------------------------------------------------------- Long-term growth of capital. AllianceBernstein, L.P. - -------------------------------------------------------------------------- Pursues long-term total return using a American Century Investment strategy that seeks to protect against Management, Inc. U.S. inflation. - -------------------------------------------------------------------------- Seeks capital appreciation, and BlackRock Advisors, LLC secondarily, income. (subadvised by BlackRock Investment Management, LLC) - -------------------------------------------------------------------------- Seeks high total investment return. BlackRock Advisors, LLC (subadvised by BlackRock Investment Management, LLC and BlackRock Asset Management U.K. Limited) - -------------------------------------------------------------------------- Seeks long-term capital growth. BlackRock Advisors, LLC (subadvised by BlackRock Investment Management, LLC) - -------------------------------------------------------------------------- Seeks long-term capital growth. BlackRock Advisors, LLC (subadvised by BlackRock Investment Management, LLC) - -------------------------------------------------------------------------- The fund seeks long-term growth of Columbia Management capital. Advisors, LLC (subadvised by Marsico Capital Management, LLC) - -------------------------------------------------------------------------- The fund seeks long-term growth of Columbia Management Advisors, capital. LLC (subadvised by Marsico Capital Management, LLC) - --------------------------------------------------------------------------
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Subaccount Investment Objective ---------------------------------------------------------------------------- EATON VANCE VT Floating-Rate Income Fund To provide a high level of current VARIABLE TRUST income. ---------------------------------------------------------------------------- VT Worldwide Health Sciences Seeks long-term capital growth by Fund investing in a worldwide and diversified portfolio of health sciences companies. ---------------------------------------------------------------------------- EVERGREEN VARIABLE Evergreen VA Omega Fund -- Seeks long-term capital growth. ANNUITY TRUST Class 2 ---------------------------------------------------------------------------- FEDERATED INSURANCE Federated High Income Bond Seeks high current income by SERIES Fund II -- Service Shares investing in lower-rated corporate debt obligations commonly referred to as "junk bonds." ---------------------------------------------------------------------------- Federated Kaufmann Fund II -- Seeks capital appreciation. Service Shares ---------------------------------------------------------------------------- FIDELITY(R) VARIABLE VIP Balanced Portfolio -- Service Seeks income and capital growth INSURANCE PRODUCTS Class 2 consistent with reasonable risk. FUND ---------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Seeks long-term capital appreciation. Service Class 2 ---------------------------------------------------------------------------- VIP Dynamic Capital Seeks capital appreciation. Appreciation Portfolio -- Service Class 2 ---------------------------------------------------------------------------- VIP Equity-Income Portfolio -- Seeks reasonable income. The fund Service Class 2 will also consider the potential for capital appreciation. The fund's goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's 500/SM/ Index (S&P 500(R)). ---------------------------------------------------------------------------- VIP Growth Portfolio -- Service Seeks to achieve capital appreciation. Class 2 ---------------------------------------------------------------------------- VIP Growth & Income Portfolio Seeks high total return through a -- Service Class 2 combination of current income and capital appreciation. ---------------------------------------------------------------------------- VIP Investment Grade Bond Seeks as high a level of current income Portfolio -- Service Class 2 as is consistent with the preservation of capital. ---------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Seeks long-term growth of capital. Class 2 ----------------------------------------------------------------------------
Adviser (and Sub-Adviser(s), Investment Objective as applicable) - ----------------------------------------------------------------------------- To provide a high level of current Eaton Vance Management income. - ----------------------------------------------------------------------------- Seeks long-term capital growth by OrbiMed Advisors LLC investing in a worldwide and diversified portfolio of health sciences companies. - ----------------------------------------------------------------------------- Seeks long-term capital growth. Evergreen Investment Management Company, LLC - ----------------------------------------------------------------------------- Seeks high current income by Federated Investment Management investing in lower-rated corporate debt Company obligations commonly referred to as "junk bonds." - ----------------------------------------------------------------------------- Seeks capital appreciation. Federated Equity Management Company of Pennsylvania (subadvised by Federated Global Investment Management Corp.) - ----------------------------------------------------------------------------- Seeks income and capital growth Fidelity Management & Research consistent with reasonable risk. Company (FMR) (subadvised by Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), Fidelity Research & Analysis Company (FRAC), Fidelity Management & Research (U.K.) Inc. (FMR U.K.), Fidelity International Investment Advisors (FIIA), Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), and Fidelity Investments Japan Limited (FIJ)) - ----------------------------------------------------------------------------- Seeks long-term capital appreciation. FMR (subadvised by FMRC, FRAC, FMR U.K., FIIA, FIIA(U.K.)L, and FIJ) - ----------------------------------------------------------------------------- Seeks capital appreciation. FMR (subadvised by FMRC, FRAC, FMR U.K., FIIA, FIIA(U.K.)L, and FIJ) - ----------------------------------------------------------------------------- Seeks reasonable income. The fund FMR (subadvised by FMRC, FRAC, will also consider the potential for FMR U.K., FIIA, FIIA(U.K.)L, and capital appreciation. The fund's goal is FIJ) to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor's 500/SM/ Index (S&P 500(R)). - ----------------------------------------------------------------------------- Seeks to achieve capital appreciation. FMR (subadvised by FMRC, FRAC, FMR U.K., FIIA, FIIA(U.K.)L, and FIJ) - ----------------------------------------------------------------------------- Seeks high total return through a FMR (subadvised by FMRC, FRAC, combination of current income and FMR U.K., FIIA, FIIA(U.K.)L, and capital appreciation. FIJ) - ----------------------------------------------------------------------------- Seeks as high a level of current income FMR (subadvised by FIMM, FRAC, as is consistent with the preservation of FIIA and FIIA(U.K.)L) capital. - ----------------------------------------------------------------------------- Seeks long-term growth of capital. FMR (subadvised by FMRC, FRAC, FMR U.K., FIIA, FIIA(U.K.)L, and FIJ) - -----------------------------------------------------------------------------
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Adviser (and Sub-Adviser(s), Subaccount Investment Objective as applicable) ------------------------------------------------------------------------------------------------------------ VIP Value Strategies Portfolio -- Seeks capital appreciation. FMR (subadvised by FMRC, FRAC, Service Class 2 FMR U.K., FIIA, FIIA(U.K.)L, and FIJ) ------------------------------------------------------------------------------------------------------------ FRANKLIN TEMPLETON Franklin Income Securities Fund Seeks to maximize income while Franklin Advisers, Inc. VARIABLE INSURANCE -- Class 2 Shares maintaining prospects for capital PRODUCTS TRUST appreciation. The fund normally invests in both equity and debt securities. The fund seeks income by investing in corporate, foreign and U.S. Treasury bonds as well as stocks with dividend yields the manager believes are attractive. ------------------------------------------------------------------------------------------------------------ Franklin Templeton VIP Founding Seeks capital appreciation, with Franklin Templeton Services, LLC Funds Allocation Fund -- Class 2 income as a secondary goal. The fund (the fund's administrator) Shares/1/ normally invests equal portions in Class 1 shares of Franklin Income Securities Fund; Mutual Shares Securities Fund; and Templeton Growth Securities Fund. ------------------------------------------------------------------------------------------------------------ Mutual Shares Securities Fund -- Seeks capital appreciation, with Franklin Mutual Advisers, LLC Class 2 Shares income as a secondary goal. The fund normally invests primarily in U.S. and foreign equity securities that the manager believes are undervalued. The fund also invests, to a lesser extent in risk arbitrage securities and distressed companies. ------------------------------------------------------------------------------------------------------------ Templeton Growth Securities Seeks long-term capital growth. The Templeton Global Advisors Limited Fund -- Class 2 Shares fund normally invests primarily in equity securities of companies located anywhere in the world, including those in the U.S. and in emerging markets. ------------------------------------------------------------------------------------------------------------ GE INVESTMENTS Core Value Equity Fund -- Seeks long-term growth capital and GE Asset Management Incorporated FUNDS, INC. Class 1 Shares future income. (formerly, Value Equity Fund) ------------------------------------------------------------------------------------------------------------ Income Fund -- Class 1 Shares Seeks maximum income consistent GE Asset Management Incorporated with prudent investment management and the preservation of capital. ------------------------------------------------------------------------------------------------------------ Mid-Cap Equity Fund -- Class 1 Seeks long-term growth of capital and GE Asset Management Incorporated Shares future income. ------------------------------------------------------------------------------------------------------------ Money Market Fund/2/ Seeks a high level of current income GE Asset Management Incorporated consistent with the preservation of capital and maintenance of liquidity. ------------------------------------------------------------------------------------------------------------ Premier Growth Equity Fund -- Seeks long-term growth of capital and GE Asset Management Incorporated Class 1 Shares future income rather than current income. ------------------------------------------------------------------------------------------------------------ Real Estate Securities Fund -- Seeks maximum total return through GE Asset Management Incorporated Class 1 Shares current income and capital (subadvised by Urdang Securities appreciation. Management, Inc.) ------------------------------------------------------------------------------------------------------------
/1/ Please see the provision below under the heading "Information about the Franklin Templeton VIP Founding Funds Allocation Fund" for important information about this fund. /2/ During extended periods of low interest rates, the yields of the Money Market Fund may become extremely low and possibly negative. 23
Subaccount Investment Objective ---------------------------------------------------------------------------- S&P 500(R) Index Fund/1/ Seeks growth of capital and accumulation of income that corresponds to the investment return of S&P's 500 Composite Stock Index. ---------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Seeks long-term growth of capital. Shares ---------------------------------------------------------------------------- Total Return Fund/2/ Seeks the highest total return, composed of current income and capital appreciation, as is consistent with prudent investment risk. ---------------------------------------------------------------------------- U.S. Equity Fund -- Class 1 Seeks long-term growth of capital. Shares ---------------------------------------------------------------------------- JANUS ASPEN SERIES Balanced Portfolio -- Service Seeks long-term capital growth, Shares consistent with preservation of capital and balanced by current income. ---------------------------------------------------------------------------- Forty Portfolio -- Service Shares A non-diversified portfolio/3/ that seeks long-term growth of capital. ---------------------------------------------------------------------------- LEGG MASON PARTNERS Legg Mason Partners Variable Seeks capital appreciation. This VARIABLE EQUITY TRUST Aggressive Growth Portfolio -- objective may be changed without Class II shareholder approval. ---------------------------------------------------------------------------- Legg Mason Partners Variable Seeks long-term capital growth with Fundamental Value Portfolio -- income as a secondary consideration. Class I This objective may be changed without shareholder approval. ---------------------------------------------------------------------------- MFS(R) VARIABLE MFS(R) Investors Growth Stock The fund's investment objective is to INSURANCE TRUST Series -- Service Class Shares seek capital appreciation. The fund's objective may be changed without shareholder approval. ---------------------------------------------------------------------------- MFS(R) Investors Trust Series -- The fund's investment objective is to Service Class Shares seek capital appreciation. The fund's objective may be changed without shareholder approval. ---------------------------------------------------------------------------- MFS(R) Total Return Series -- The fund's investment objective is to Service Class Shares seek total return. The fund's objective may be changed without shareholder approval. ---------------------------------------------------------------------------- MFS(R) Utilities Series -- The fund's investment objective is to Service Class Shares seek total return. The fund's objective may be changed without shareholder approval. ----------------------------------------------------------------------------
Adviser (and Sub-Adviser(s), Investment Objective as applicable) - --------------------------------------------------------------------------- Seeks growth of capital and GE Asset Management Incorporated accumulation of income that (subadvised by SSgA Funds corresponds to the investment return of Management, Inc.) S&P's 500 Composite Stock Index. - --------------------------------------------------------------------------- Seeks long-term growth of capital. GE Asset Management Incorporated (subadvised by Palisade Capital Management LLC) - --------------------------------------------------------------------------- Seeks the highest total return, GE Asset Management Incorporated composed of current income and capital appreciation, as is consistent with prudent investment risk. - --------------------------------------------------------------------------- Seeks long-term growth of capital. GE Asset Management Incorporated - --------------------------------------------------------------------------- Seeks long-term capital growth, Janus Capital Management LLC consistent with preservation of capital and balanced by current income. - --------------------------------------------------------------------------- A non-diversified portfolio/3/ that seeks Janus Capital Management LLC long-term growth of capital. - --------------------------------------------------------------------------- Seeks capital appreciation. This Legg Mason Partners Fund Advisor, objective may be changed without LLC (subadvised by ClearBridge shareholder approval. Advisors, LLC) - --------------------------------------------------------------------------- Seeks long-term capital growth with Legg Mason Partners Fund Advisor, income as a secondary consideration. LLC (subadvised by ClearBridge This objective may be changed without Advisors, LLC) shareholder approval. - --------------------------------------------------------------------------- The fund's investment objective is to Massachusetts Financial Services seek capital appreciation. The fund's Company objective may be changed without shareholder approval. - --------------------------------------------------------------------------- The fund's investment objective is to Massachusetts Financial Services seek capital appreciation. The fund's Company objective may be changed without shareholder approval. - --------------------------------------------------------------------------- The fund's investment objective is to Massachusetts Financial Services seek total return. The fund's objective Company may be changed without shareholder approval. - --------------------------------------------------------------------------- The fund's investment objective is to Massachusetts Financial Services seek total return. The fund's objective Company may be changed without shareholder approval. - ---------------------------------------------------------------------------
/1/ "Standard & Poor's," "S&P," and "S&P 500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by GE Asset Management Incorporated. The S&P 500(R) Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard & Poor's makes no representation or warranty, express or implied, regarding the advisability of investing in this portfolio or the contract. /2/ For contracts issued on or after May 1, 2006, only Class 3 Shares of the Total Return Fund are available. If your contract was issued prior to May 1, 2006, Class 1 Shares of the Total Return Fund are available. /3/ A non-diversified portfolio is a portfolio that may hold a larger position in a smaller number of securities than a diversified portfolio. This means that a single security's increase or decrease in value may have a greater impact on the return and net asset value of a non-diversified portfolio than a diversified portfolio. 24
Subaccount Investment Objective ---------------------------------------------------------------------------- OPPENHEIMER VARIABLE Oppenheimer Balanced Fund/VA Seeks a high total investment return, ACCOUNT FUNDS -- Service Shares which includes current income and capital appreciation in the values of its shares. ---------------------------------------------------------------------------- Oppenheimer Capital Seeks capital appreciation by investing Appreciation Fund/VA -- Service in securities of well-known, Shares established companies. ---------------------------------------------------------------------------- Oppenheimer Global Securities Seeks long-term capital appreciation Fund/VA -- Service Shares by investing a substantial portion of its assets in securities of foreign issuers, "growth type" companies, cyclical industries and special situations that are considered to have appreciation possibilities. ---------------------------------------------------------------------------- Oppenheimer Main Street Seeks high total return (which includes Fund/VA -- Service Shares growth in the value of its shares as well as current income) from equity and debt securities. ---------------------------------------------------------------------------- Oppenheimer Main Street Small Seeks capital appreciation Cap Fund/VA -- Service Shares ---------------------------------------------------------------------------- Oppenheimer MidCap Fund/VA Seeks capital appreciation by investing -- Service Shares in "growth type" companies. ---------------------------------------------------------------------------- PIMCO VARIABLE All Asset Portfolio -- Advisor Seeks maximum real return consistent INSURANCE TRUST Class Shares with preservation of real capital and prudent investment management. ---------------------------------------------------------------------------- High Yield Portfolio -- Seeks to maximize total return, Administrative Class Shares consistent with preservation of capital and prudent investment management. Invests at least 80% of its assets in a diversified portfolio of high yield securities ("junk bonds") rated below investment grade but rated at least Caa by Moody's or CCC by S&P, or, if unrated, determined by PIMCO to be of comparable quality, subject to a maximum of 5% of its total assets in securities rated Caa by Moody's or CCC by S&P, or, if unrated, determined by PIMCO to be of comparable quality. ---------------------------------------------------------------------------- Long-Term U.S. Government Seeks maximum total return, Portfolio -- Administrative Class consistent with preservation of capital Shares and prudent investment management. ---------------------------------------------------------------------------- Low Duration Portfolio -- Seeks maximum total return, Administrative Class Shares consistent with preservation of capital and prudent investment management. ---------------------------------------------------------------------------- Total Return Portfolio -- Seeks maximum total return, Administrative Class Shares consistent with preservation of capital and prudent investment management. ---------------------------------------------------------------------------- THE PRUDENTIAL SERIES Jennison Portfolio -- Class II Seeks long-term growth of capital. FUND Shares ----------------------------------------------------------------------------
Adviser (and Sub-Adviser(s), Investment Objective as applicable) - ---------------------------------------------------------------------------- Seeks a high total investment return, OppenheimerFunds, Inc. which includes current income and capital appreciation in the values of its shares. - ---------------------------------------------------------------------------- Seeks capital appreciation by investing OppenheimerFunds, Inc. in securities of well-known, established companies. - ---------------------------------------------------------------------------- Seeks long-term capital appreciation OppenheimerFunds, Inc. by investing a substantial portion of its assets in securities of foreign issuers, "growth type" companies, cyclical industries and special situations that are considered to have appreciation possibilities. - ---------------------------------------------------------------------------- Seeks high total return (which includes OppenheimerFunds, Inc. growth in the value of its shares as well as current income) from equity and debt securities. - ---------------------------------------------------------------------------- Seeks capital appreciation OppenheimerFunds, Inc. - ---------------------------------------------------------------------------- Seeks capital appreciation by investing OppenheimerFunds, Inc. in "growth type" companies. - ---------------------------------------------------------------------------- Seeks maximum real return consistent Pacific Investment Management with preservation of real capital and Company LLC prudent investment management. - ---------------------------------------------------------------------------- Seeks to maximize total return, Pacific Investment Management consistent with preservation of capital Company LLC and prudent investment management. Invests at least 80% of its assets in a diversified portfolio of high yield securities ("junk bonds") rated below investment grade but rated at least Caa by Moody's or CCC by S&P, or, if unrated, determined by PIMCO to be of comparable quality, subject to a maximum of 5% of its total assets in securities rated Caa by Moody's or CCC by S&P, or, if unrated, determined by PIMCO to be of comparable quality. - ---------------------------------------------------------------------------- Seeks maximum total return, Pacific Investment Management consistent with preservation of capital Company LLC and prudent investment management. - ---------------------------------------------------------------------------- Seeks maximum total return, Pacific Investment Management consistent with preservation of capital Company LLC and prudent investment management. - ---------------------------------------------------------------------------- Seeks maximum total return, Pacific Investment Management consistent with preservation of capital Company LLC and prudent investment management. - ---------------------------------------------------------------------------- Seeks long-term growth of capital. Prudential Investments LLC (subadvised by Jennison Associates LLC) - ----------------------------------------------------------------------------
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Subaccount Investment Objective ---------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Seeks long-term growth of capital. Class II Shares ---------------------------------------------------------------------------- Natural Resources Portfolio -- Seeks long-term growth of capital. Class II Shares ---------------------------------------------------------------------------- RYDEX VARIABLE TRUST NASDAQ-100(R) Fund (formerly, Seeks to provide investment results OTC Fund)/1/ that correspond to a benchmark for over-the-counter securities. The portfolio's current benchmark is the NASDAQ 100 Index(TM). ---------------------------------------------------------------------------- THE UNIVERSAL Equity and Income Portfolio -- Seeks both capital appreciation and INSTITUTIONAL FUNDS, Class II Shares current income. INC. ---------------------------------------------------------------------------- VAN KAMPEN LIFE Comstock Portfolio -- Class II Seeks capital growth and income INVESTMENT TRUST Shares through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. ----------------------------------------------------------------------------
Adviser (and Sub-Adviser(s), Investment Objective as applicable) - ---------------------------------------------------------------------------- Seeks long-term growth of capital. Prudential Investments LLC (subadvised by Jennison Associates LLC) - ---------------------------------------------------------------------------- Seeks long-term growth of capital. Prudential Investments LLC (subadvised by Jennison Associates LLC) - ---------------------------------------------------------------------------- Seeks to provide investment results Rydex Investments that correspond to a benchmark for over-the-counter securities. The portfolio's current benchmark is the NASDAQ 100 Index(TM). - ---------------------------------------------------------------------------- Seeks both capital appreciation and Morgan Stanley Investment current income. Management Inc. - ---------------------------------------------------------------------------- Seeks capital growth and income Van Kampen Asset Management through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks. - ----------------------------------------------------------------------------
/1/ The NASDAQ 100 Index(TM) is an unmanaged index that is a widely recognized indicator of OTC Market performance. The following Portfolio is not available for new premium payments or transfers on or after November 15, 2004:
Adviser (and Sub-Adviser(s), Subaccount Investment Objective as applicable) ---------------------------------------------------------------------------------------------- JANUS ASPEN SERIES International Growth Portfolio Seeks long-term growth of capital. Janus Capital Management LLC ----------------------------------------------------------------------------------------------
The following Portfolios are not available to contracts issued on or after May 1, 2003:
Adviser (and Sub-Adviser(s), Subaccount Investment Objective as applicable) ------------------------------------------------------------------------------------------------------- DREYFUS The Dreyfus Socially Responsible Seeks capital growth, with current The Dreyfus Corporation Growth Fund, Inc. -- income as a secondary goal. Initial Shares ------------------------------------------------------------------------------------------------------- JANUS ASPEN SERIES Global Life Sciences Portfolio -- Seeks long-term growth of capital. Janus Capital Management LLC Service Shares ------------------------------------------------------------------------------------------------------- Global Technology Portfolio -- Seeks long-term growth of capital. Janus Capital Management LLC Service Shares ------------------------------------------------------------------------------------------------------- Large Cap Growth Portfolio -- Seeks long-term growth of capital in a Janus Capital Management LLC Service Shares manner consistent with the preservation of capital. ------------------------------------------------------------------------------------------------------- Mid Cap Growth Portfolio -- Seeks long-term growth of capital. Janus Capital Management LLC Service Shares ------------------------------------------------------------------------------------------------------- Worldwide Growth Portfolio -- Seeks long-term growth of capital in a Janus Capital Management LLC Service Shares manner consistent with preservation of capital. ------------------------------------------------------------------------------------------------------- PIMCO VARIABLE Foreign Bond Portfolio (U.S. Seeks maximum total return, Pacific Investment Management INSURANCE TRUST Dollar Hedged) -- Administrative consistent with preservation of capital Company LLC Class Shares and prudent investment management. -------------------------------------------------------------------------------------------------------
26 The following Portfolios are not available to contracts issued on or after May 1, 2006:
Adviser (and Sub-Adviser(s), Subaccount Investment Objective as applicable) ----------------------------------------------------------------------------------------------------------- FIDELITY(R) VARIABLE VIP Asset ManagerSM Portfolio -- Seeks to obtain high total return with Fidelity Management & Research INSURANCE PRODUCTS Service Class 2 reduced risk over the long term by Company (FMR) (subadvised by FUND allocating its assets among stocks, Fidelity Investments Money bonds and short-term instruments. Management, Inc. (FIMM), FMR Co., Inc. (FMRC), Fidelity Research & Analysis Company (FRAC), Fidelity Management & Research (U.K.) Inc. (FMR U.K.), Fidelity International Investment Advisors (FIIA), Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), and Fidelity Investments Japan Limited (FIJ)) ----------------------------------------------------------------------------------------------------------- GOLDMAN SACHS Goldman Sachs Mid Cap Value Seeks long-term capital appreciation. Goldman Sachs Asset Management, VARIABLE INSURANCE Fund L.P. TRUST ----------------------------------------------------------------------------------------------------------- MFS(R) VARIABLE MFS(R) New Discovery Series -- The fund's investment objective is to Massachusetts Financial Services INSURANCE TRUST Service Class Shares seek capital appreciation. The fund's Company objective may be changed without shareholder approval. -----------------------------------------------------------------------------------------------------------
The following Portfolios are not available to contracts issued on or after May 1, 2007:
Adviser (and Sub-Adviser(s), Subaccount Investing In Investment Objective as applicable) ------------------------------------------------------------------------------------------------------- LEGG MASON PARTNERS Legg Mason Partners Variable Seeks total return (a combination of Legg Mason Partners Fund Advisor, VARIABLE EQUITY TRUST Capital and Income Portfolio -- income and long-term capital LLC (subadvised by ClearBridge Class II appreciation). This objective may be Advisors, LLC, Western Asset changed without shareholder approval. Management Company Limited and Western Asset Management Company) ------------------------------------------------------------------------------------------------------- VAN KAMPEN LIFE Strategic Growth Portfolio -- Seeks capital appreciation. Van Kampen Asset Management INVESTMENT TRUST Class II Shares -------------------------------------------------------------------------------------------------------
The following Portfolio is not available for new premium payments or transfers or for new contracts issued on or after May 1, 2008:
Adviser (and Sub-Adviser(s), Subaccount Investing In Investment Objective as applicable) ------------------------------------------------------------------------------------------------ XTF ADVISORS TRUST ETF 60 Portfolio -- Class II Seeks appreciation and preservation of CLS Investment Firm, LLC Shares capital with current income. ------------------------------------------------------------------------------------------------
27 Not all of these Portfolios may be available in all states or in all markets. We will purchase shares of the Portfolios at net asset value and direct them to the appropriate Subaccounts. We will redeem sufficient shares of the appropriate Portfolios at net asset value to pay death benefits and surrender or partial surrender proceeds; to make income payments; or for other purposes described in the contract. We automatically reinvest all dividend and capital gain distributions of the Portfolios in shares of the distributing Portfolios at their net asset value on the date of distribution. In other words, we do not pay Portfolio dividends or Portfolio distributions out to owners as additional units, but instead reflect them in unit values. Shares of the Portfolios are not sold directly to the general public. They are sold to us, and they may also be sold to other insurance companies that issue variable annuity contracts and variable life insurance policies. In addition, they may be sold to retirement plans. When a Fund sells shares in any of its Portfolios both to variable annuity and to variable life insurance separate accounts, it engages in mixed funding. When a Fund sells shares in any of its Portfolios to separate accounts of unaffiliated life insurance companies, it engages in shared funding. Each Fund may engage in mixed and shared funding. Therefore, due to differences in redemption rates or tax treatment, or other considerations, the interests of various shareholders participating in a Fund could conflict. A Fund's Board of Directors will monitor for the existence of any material conflicts, and determine what action, if any, should be taken. See the prospectuses for the Portfolios for additional information. We reserve the right, within the law, to make additions, deletions and substitutions for the Portfolios of the Funds. We may substitute shares of other portfolios for shares already purchased, or to be purchased in the future, under the contract. This substitution might occur if shares of a Portfolio should no longer be available, or if investment in any Portfolio's shares should become inappropriate for the purposes of the contract in the judgment of our management. In addition, the new Portfolios may have higher fees and charges than the ones they replaced. No substitution or deletion will be made without prior notice to you and before approval of the SEC, in accordance with the 1940 Act. We also reserve the right to establish additional Subaccounts, each of which would invest in a separate Portfolio of a Fund, or in shares of another investment company, with a specified investment objective. We may also eliminate one or more Subaccounts if, in our sole discretion, marketing, tax, or investment conditions warrant. We will not eliminate a Subaccount without prior notice to you and before approval of the SEC. Not all Subaccounts may be available to all classes of contracts. There are a number of factors that are considered when deciding what Portfolios are made available in your variable annuity contract. Such factors include: (1) the investment objective of the Portfolio; (2) the Portfolio's performance history; (3) the Portfolio's holdings and strategies it uses to try and meet its objectives; and (4) the Portfolio's servicing agreement. The investment objective is critical because we want to have an array of Portfolios with diverse objectives so that an investor may diversify his or her investment holdings from a conservative to an aggressive investment portfolio depending on the advice of his or her investment adviser and risk assessment. When selecting a Portfolio for our products, we also want to make sure that the Portfolio has a strong performance history in comparison with its peers and that its holdings and strategies are consistent with its objectives. Finally, it is important for us to be able to provide you with a wide array of the services that facilitate your investment program relating to your allocation in Subaccounts that invest in the underlying Portfolios. We have entered into agreements with either the investment adviser or distributor of each of the Funds and/or, in certain cases, a Portfolio under which the Portfolio, the adviser or distributor may make payments to us and/or to certain of our affiliates. These payments may be made in connection with certain administrative and other services we provide relating to the Portfolios. Such administrative services we provide include, but are not limited to: accounting transactions for variable owners and then providing one daily purchase and sale order on behalf of each Portfolio; providing copies of Portfolio prospectuses, Statements of Additional Information and any supplements thereto; forwarding proxy voting information, gathering the information and providing vote totals to the Portfolio on behalf of our owners; and providing customer service on behalf of the Portfolios. The amount of the payments is based upon a percentage of the average annual aggregate net amount we have invested in the Portfolio on behalf of the Separate Account and other separate accounts funding certain variable insurance contracts that we and our affiliates issue. These percentages differ, and some Portfolios, investment advisers or distributors pay us a greater percentage than other advisers or distributors based on the level of administrative and other services provided. 28 We will not realize a profit from payments received directly from a Portfolio, but we may realize a profit from payments received from the adviser and/or the distributor. If we do, we may use such profit for any corporate purpose, including payment of expenses (i) that we and/or our affiliates incur in promoting, marketing and administering the contracts, and (ii) that we incur, in our role as intermediary, in promoting, marketing and administering the Fund Portfolios. The amount received from certain Portfolios for the assets allocated to the Portfolios from the Separate Account during 2007 ranged from 0.10% to 0.25%. The Portfolios that pay a service fee to us are: Eaton Vance Variable Trust: VT Floating-Rate Income Fund VT Worldwide Health Sciences Fund Evergreen Variable Annuity Trust: Evergreen VA Omega Fund -- Class 2 GE Investment Funds, Inc.: Total Return Fund -- Class 1 Shares PIMCO Variable Insurance Trust: All Asset Portfolio -- Advisor Class Shares Foreign Bond Portfolio (U.S. Dollar Hedged) -- Administrative Class Shares High Yield Portfolio -- Administrative Class Shares Long-Term U.S. Government Portfolio -- Administrative Class Shares Low Duration Portfolio -- Administrative Class Shares Total Return Portfolio -- Administrative Class Shares The Prudential Series Fund: Jennison Portfolio -- Class II Jennison 20/20 Portfolio -- Class II Natural Resources Portfolio -- Class II As noted above, an investment adviser or sub-adviser of a Portfolio, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be derived, in whole or in part, from the profits the investment adviser or sub-adviser receives on the advisory fee deducted from Portfolio assets. Contract owners, through their indirect investment in the Portfolios, bear the costs of these advisory fees (see the prospectuses for the Portfolios for more information). The amount received from the adviser and/or the distributor for the assets allocated to the Portfolios from the Separate Account during 2007 ranged from 0.05% to 0.40%. Payment of these amounts is not an additional charge to you by the Funds or by us, but comes from the Fund's investment adviser or distributor. In addition to the asset-based payments for administrative and other services described above, the investment adviser or the distributor of the Fund may also pay us or our affiliate Capital Brokerage Corporation, to participate in periodic sales meetings, for expenses relating to the production of promotional sales literature and for other expenses or services. The amount paid to us, or our affiliate Capital Brokerage Corporation, may be significant. Payments to participate in sales meetings may provide a Fund's investment adviser or distributor with greater access to our internal and external wholesalers to provide training, marketing support and educational presentations. In consideration of services provided and expenses incurred by Capital Brokerage Corporation in distributing shares of the Funds, Capital Brokerage Corporation also receives 12b-1 fees from AIM Variable Insurance Funds, AllianceBernstein Variable Products Series Fund, Inc., American Century Variable Portfolios II, Inc., BlackRock Variable Series Funds, Inc., Columbia Funds Variable Insurance Trust I, Eaton Vance Variable Trust, Evergreen Variable Annuity Trust, Federated Insurance Series, Fidelity Variable Insurance Products Fund, Franklin Templeton Variable Insurance Products Trust, GE Investments Funds, Inc., Janus Aspen Series, Legg Mason Partners Variable Equity Trust, MFS(R) Variable Insurance Trust, Oppenheimer Variable Account Funds, PIMCO Variable Insurance Trust, The Prudential Series Fund, The Universal Institutional Funds, Inc., Van Kampen Life Investment Trust and XTF Advisors Trust. See the "Fee Tables -- Total Annual Portfolio Operating Expenses" section of this prospectus and the Fund prospectuses. These payments range up to 0.30% of Separate Account assets invested in the particular Portfolio. Information about the Franklin Templeton VIP Founding Funds Allocation Fund. The Franklin Templeton VIP Founding Funds Allocation Fund (the "Allocation Fund") invests in Class 1 shares of three other series of the Franklin Templeton Variable Insurance Products Trust: Franklin Income Securities Fund, Mutual Shares Securities Fund and Templeton Growth Securities Fund (the "underlying funds"). The Allocation Fund seeks to maintain equal investments in each of the three underlying funds. The investment results of the underlying funds will vary. Because of this, the Allocation Fund's administrator, Franklin Templeton Services, LLC, will monitor the Allocation Fund's investments in the underlying funds and will seek to rebalance those investments when they are more than three percent above or below the goal of equal allocations to each of these underlying funds. 29 The Allocation Fund pays Franklin Templeton Services, LLC a monthly fee equal to an annual rate of 0.10% of the Allocation Fund's average daily net assets for its services, including the monitoring of the Allocation Fund's investments in the underlying funds and the rebalancing of those investments. Franklin Templeton Services, LLC may receive assistance, at no charge to the Allocation Fund, from its corporate affiliate, Franklin Advisers, Inc., in monitoring the underlying funds and the Allocation Fund's investment in the underlying funds. Because the Allocation Fund pursues its goals by investing in the underlying funds, you will bear a proportionate share of the Allocation Fund's operating expenses and, also, indirectly, the operating expenses of the underlying funds. The Allocation Fund, as a shareholder in the underlying funds, will indirectly bear its proportionate share of any management fees and other expenses paid by the underlying funds. More information about the Allocation Fund and the underlying funds, including information about the fees and expenses of the Allocation Fund and the underlying funds, can be found in the prospectus for the Allocation Fund. Voting Rights As required by law, we will vote the shares of the Portfolios held in the Separate Account at special shareholder meetings based on instructions from you. However, if the law changes and we are permitted to vote in our own right, we may elect to do so. Whenever a Fund calls a shareholder meeting, owners with voting interests in a Portfolio will be notified of issues requiring the shareholders' vote as soon as possible before the shareholder meeting. Persons having a voting interest in the Portfolio will be provided with proxy voting materials, reports, other materials, and a form with which to give voting instructions. We will determine the number of votes which you have the right to cast by applying your percentage interest in a Subaccount to the total number of votes attributable to the Subaccount. In determining the number of votes, we will recognize fractional shares. We will vote Portfolio shares for which no instructions are received (or instructions are not received timely) in the same proportion to those that are received. Therefore, because of proportional voting, a small number of contract owners may control the outcome of a vote. We will apply voting instructions to abstain on any item to be voted on a pro-rata basis to reduce the number of votes eligible to be cast. Asset Allocation Program The following is a general description of the Asset Allocation Program available under the contract. A complete description is available in the brochure for the program. The program may be referred to as "Efficient Edge" in the brochure or other materials. General The Asset Allocation Program is an asset allocation service that we make available at no additional charge for use within the contract. Asset allocation is an investment strategy for distributing assets among asset classes to help attain an investment goal. For your contract, the Asset Allocation Program can help with decisions you need to make about how to allocate your Contract Value among available Subaccounts (and their corresponding Portfolios). The theory behind an asset allocation strategy is that diversification among asset classes can help reduce volatility over the long term. Genworth Financial Asset Management, Inc. (doing business as Genworth Financial Wealth Management, Inc.) ("GFWM"), one of our affiliates, provides investment advice for the Asset Allocation Program. GFWM is an investment adviser that is registered under the Investment Advisers Act of 1940. As part of the Asset Allocation Program, GFWM has developed five asset allocation models ("Asset Allocation Models" or "Models"), each based on different profiles of an investor's investment time horizon and willingness to accept investment risk. Another Asset Allocation Model is a "build your own" Asset Allocation Model. We will refer to this Asset Allocation Model as the "Build Your Own Asset Allocation Model" when necessary to distinguish it from the other Asset Allocation Models. The distinguishing features of the Build Your Own Asset Allocation Model are discussed in the "Build Your Own Asset Allocation Model" provision below. The Asset Allocation Models are designed for use in two different circumstances, as discussed below. . Certain of the optional riders available for purchase under the contract are designed to provide protection against market downturns. To ensure that contract owners' assets protected under one of these riders are invested in accordance with an investment strategy involving an appropriate level of risk, we require the assets to be invested only in an Investment Strategy. For contract owners that purchase Lifetime Income Plus 2008, the contract owner may elect Asset Allocation Model A, B, C, or D or the Build Your Own Asset Allocation Model (or invest in one or more of the Designated Subaccounts) as the Investment Strategy. A contract owner, however, may not elect Asset Allocation Model E. For contract owners that purchase one of the other Guaranteed 30 Minimum Withdrawal Benefit for Life Riders or Payment Optimizer Plus, the contract owner may elect only Asset Allocation Model C (or invest in one or more of the Designated Subaccounts). Asset Allocation Model A, B, D, and E and the Build Your Own Asset Allocation Model are not available as Investment Strategies for these contract owners. . Contract owners that do not purchase Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders may also elect to participate in the Asset Allocation Program. These contract owners may choose Asset Allocation Model A, B, C, D or E. The Build Your Own Asset Allocation Model, however, is not available to these contract owners. The Asset Allocation Program is not available to contract owners who have elected Guaranteed Income Advantage. If you elect to participate in the Asset Allocation Program, your initial premium payment will be allocated to the Subaccounts corresponding to the Portfolios in the Asset Allocation Model you select. Any subsequent premium payments you make will also be allocated accordingly, unless you instruct us otherwise in writing. The Build Your Own Asset Allocation Model works a little differently, as discussed in the "Build Your Own Asset Allocation Model" provision below. If you participate in the Asset Allocation Program, GFWM will serve as your investment adviser solely for the purposes of the development of the Asset Allocation Models (except for the Build Your Own Asset Allocation Model) and periodic updates of the Models. On a periodic basis (generally annually), the Asset Allocation Models are updated as discussed below. If you elect to participate in the Asset Allocation Program, we will reallocate your Contract Value or premium payments, as applicable, in accordance with the Model you select as it is updated from time to time based on limited discretionary authority that you grant to us, unless you instruct us otherwise. For more information on GFWM's role as investment adviser for the Asset Allocation Program, you may review GFWM's disclosure brochure, which will be delivered to you at the time you apply for a contract. Please contact us if you would like to receive a copy of this brochure. We may change the investment adviser that we use to develop and periodically update the Asset Allocation Models, or to the extent permissible under applicable law, use no investment adviser at all. We may perform certain administrative functions on behalf of GFWM. However, we are not registered as an investment adviser and are not providing any investment advice in making the Asset Allocation Program available to contract owners. The Asset Allocation Models There are six Asset Allocation Models, each comprised of a carefully selected combination of Portfolios offered under the contract. Development of the Asset Allocation Models involves a multi-step process designed to optimize the selection of Portfolios, for a given level of risk tolerance, in an effort to maximize returns and limit the effects of market volatility. The discussion in this section generally applies to all of the Asset Allocation Models, although certain distinguishing features of the Build Your Own Asset Allocation Model are discussed in the "Build Your Own Asset Allocation Model" provision below. Asset allocation strategies reflect the theory that diversification among asset classes can help reduce volatility and potentially enhance returns over the long term. An asset class may be a category of investments having similar characteristics, such as stocks and other equity investments, and bonds and other fixed income investments. There may also be further divisions within asset classes, such as divisions according to the size of the issuer (e.g., large cap, mid cap, or small cap), the type of issuer (e.g., government, municipal, or corporate), or the location of the issuer (e.g., domestic or foreign). GFWM has identified target allocations, between equities and fixed income investments, for the level of risk, investment time horizon and investment objective specified for Asset Allocation Model A, B, C, D and E. In addition to these allocations, GFWM also conducts an optimization analysis to determine the appropriate further breakdown of asset classes for each of these Asset Allocation Models. Next, after the asset class exposures are known for each Asset Allocation Model, a determination is made as to how available Portfolios can be used to implement the asset class allocation. The Portfolios are selected by evaluating asset classes represented by each Portfolio and combining Portfolios to arrive at the desired asset class exposures. GFWM considers various factors in selecting the Portfolios for each Asset Allocation Model, which may include historical style analysis and asset performance and multiple regression analyses, as well as qualitative assessments of a Portfolio's portfolio manager and expected future market and economic conditions. In addition, GFWM may consider (but is not obligated to follow) recommendations we may make regarding what Portfolios to use. These recommendations may be based on various factors, including whether the investment adviser or distributor of a Portfolio pays us a fee in connection with certain administrative and other services we provide relating to the Portfolio, and whether our affiliate Capital Brokerage Corporation receives 12b-1 fees from the Portfolio. Based on this analysis, Portfolios are selected in a manner that is intended to optimize potential returns of each Model, given a particular level of risk tolerance. 31 This process could, in some cases, result in the inclusion of a Portfolio in a Model based on its specific asset class exposure or other specific optimization factors, even when another Portfolio may have better investment performance. In addition, this may also result in the inclusion of Portfolios with higher fees that may adversely affect performance. Build Your Own Asset Allocation Model. The Build Your Own Asset Allocation Model allows for more flexibility than the other five Asset Allocation Models, enabling you, in consultation with your registered representative, to construct your own asset allocation that you believe best meets your individual investment objectives. We have constructed the Build Your Own Asset Allocation Model to require that you invest between 20% and 80% of your assets in the "Core" asset class, between 20% and 60% of your assets in the "Fixed Income" asset class, and no more than 20% of your assets in the "Specialty" asset class, for a total of 100% of assets invested in accordance with the Model. In constructing the parameters for the Build Your Own Asset Allocation Model, we defined the asset classes among which assets should be allocated, and determined an appropriate percentage range for each asset class. In making these determinations, our goal is to permit any asset allocation that is appropriate for contract owners with moderately conservative to moderately aggressive risk tolerance levels. GFWM's role for the Build Your Own Asset Allocation Model is to make determinations as to how available Portfolios fit within each asset class. GFWM considers various factors in assigning Portfolios to an asset class, which may include historical style analysis and asset performance and multiple regression analyses. As with the other Asset Allocation Models, GFWM may be subject to certain conflicts of interests in categorizing the Portfolios for the Build Your Own Asset Allocation Model, including recommendations from us on which Portfolios to include in the Model or a specific asset class based on the fees we receive in connection with a Portfolio (see the discussion in "The Asset Allocation Models" provision above) and the need by certain Portfolios for additional assets (see the discussion in the "Risks" provision below). It is possible that such conflicts of interest could affect, among other matters, GFWM's decisions as to which asset class to categorize a Portfolio. Periodic Updates of Asset Allocation Models and Notices of Updates Each of the Asset Allocation Models is evaluated periodically (generally annually) to assess whether the combination of Portfolios within each Model should be changed to better seek to optimize the potential return for the level of risk tolerance intended for the Model. As a result of such periodic analysis, each Model may change, such as by receiving the percentages allocated to each Portfolio. In addition, Portfolios may be added to a Model (including Portfolios not currently available in the contract), or Portfolios may be deleted from a Model. We evaluate the Build Your Own Asset Allocation Model periodically to assess whether the asset allocation parameters should be changed to better ensure that resulting asset allocations are in an appropriate risk tolerance range. If, as a result of such periodic analysis, we determine that the Build Your Own Asset Allocation Model must change (for example by adding, removing or modifying asset classes or by changing the percentage range of investments allocable to an asset class), then we will make a new Build Your Own Asset Allocation Model available for new contract owners. GFWM will also evaluate the Build Your Own Asset Allocation Model to assess whether the Portfolios are appropriately categorized within each asset class. As a result of this evaluation, GFWM may determine that certain Portfolios should be placed in a different asset class or, perhaps, removed from the Model, or that other Portfolios should be added to the Model (including Portfolios not currently available in the contract). When your Asset Allocation Model is updated (as described below), we will reallocate your Contract Value (and subsequent premium payments, if applicable) in accordance with any changes to the Model you have selected. This means the allocation of your Contract Value, and potentially the Portfolios in which you are invested, will change and your Contract Value (and subsequent premium payments, if applicable) will be reallocated among the Portfolios in your updated Model (independently of monthly rebalancing, as discussed below). As discussed below, in the case of the Build Your Own Asset Allocation Model, it is possible that a change may be made to the Build Your Own Asset Allocation Model that will require a contract owner to provide us with new allocation instructions. When Asset Allocation Models are to be updated, we will send you written notice of the updates to the Models at least 30 days in advance of the date the updated version of the Model is intended to be effective. Contract owners purchasing contracts who elect to participate in the Asset Allocation Program within the two week period prior to a date that Asset Allocation Models are to be updated, will be provided with information regarding the composition of both the current Asset Allocation Model as well as the proposed changes to the Model. You should carefully review these notices. If you wish to accept the changes to your selected Model, you will not need to take any action, as your Contract Value (and subsequent premium payments, if applicable) will be reallocated in accordance with 32 the updated Model. If you do not wish to accept the changes to your selected Model, you have the following alternatives. If you elected Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders (except for Lifetime Income Plus 2008, as discussed below) you can transfer your Contract Value to one or more of the Designated Subaccounts (as described in the sections of this prospectus discussing the riders), or you can notify us in writing that you have elected to reject the change. If you reject the change and, as a result, your total Contract Value is no longer invested in accordance with the prescribed Investment Strategy, your benefits under the applicable rider will be reduced by 50%. If you elected Lifetime Income Plus 2008, you must transfer your Contract Value to one or more of the Designated Subaccounts (as described in the sections of this prospectus discussing the riders), or one of the other available Asset Allocation Models. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy, and any attempt to allocate assets otherwise will be considered not in good order and rejected. Please note, also, that changes may be made to the Build Your Own Asset Allocation Model that will require contract owners whose existing allocations will not meet the parameters of the revised Model to provide us with new allocation instructions. For example, a Portfolio may be moved from one asset class to another or shares of a Portfolio may become unavailable under the contract or in the Model. If we do not receive new allocation instructions from the contract owner in these circumstances in a timely manner after we request such new instructions, the contract owner's assets will be re-allocated to Asset Allocation Model C until we receive new instructions. When a Portfolio in which your assets are invested is closed to new investments but remains in your contract, your investment in that Portfolio at the time of the closing will remain, and you will not be re-allocated to Asset Allocation Model C. However, any subsequent premium payments or transfers requesting an allocation to such a Portfolio will be considered not in good order, and you will be asked to provide us with updated allocation instructions. If you did not elect Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders, you may change to a different Asset Allocation Model or reject the change. If you choose to reject a change in an Asset Allocation Model in accordance with the procedures described above, you create your own portfolio (a "self-directed portfolio"), you have terminated your advisory relationship with GFWM and GFWM provides no investment advice related to the creation of a self- directed portfolio. Further, once you have rejected a change in a Model, you are considered to have elected to reject all future changes in the Model. Therefore, if you reject a Model change and thereby create a self-directed portfolio, you will not receive a periodic review of or changes to your portfolio, as would be provided by GFWM with respect to the Asset Allocation Models. You will, however, continue to receive a quarterly statement with information about your Contract Value, as well as written materials from GFWM about any changes proposed to be made to the Models, and you can notify us in writing to allocate your Contract Value in accordance with such changes. Selecting an Asset Allocation Model For contract owners who have not elected Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders. If you purchase Payment Optimizer Plus, or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders (except for Lifetime Income Plus 2008, as discussed below) and elect to participate in the Asset Allocation Program, you are required to allocate your Contract Value (and subsequent premium payments, if applicable) to Asset Allocation Model C. If you purchased Lifetime Income Plus 2008 and elect to participate in the Asset Allocation program, you must allocate your Contract Value (and subsequent premium payments, if applicable) to Asset Allocation Model A, B, C, or D or the Build Your Own Asset Allocation Model. If you elect to participate in the Asset Allocation Program and you have not purchased Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders, you must choose Asset Allocation Model A, B, C, D or E for your allocations. We will not make this decision, nor will GFWM. The following paragraph provides some information you may want to consider in making this decision. You should consult with your registered representative and/or your financial adviser on your decision regarding which Asset Allocation Model to select. Your registered representative can assist you in determining which Model may be best suited to your financial needs, investment time horizon, and willingness to accept investment risk, and can help you complete the proper forms to participate in the Asset Allocation Program. You should also periodically review these factors with your registered representative to consider whether you should change Models (or, if you have purchased Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders, whether you should transfer your Contract Value to one or more of the Designated Subaccounts) to reflect any changes in your personal circumstances. Your registered representative can help you complete the proper forms to change to a different Model or transfer to Designated Subaccounts. 33 In light of our potential payment obligations under the riders, we will not permit contract owners who have selected a rider to allocate their assets in either a highly aggressive or highly conservative manner. In deciding whether to purchase a rider, you and your registered representative should consider whether an asset allocation not permitted under the rider would best meet your investment objectives. You may, in consultation with your registered representative, utilize an investor profile questionnaire we make available, which asks questions intended to help you or your registered representative assess your financial needs, investment time horizon, and willingness to accept investment risk. However, even if you utilize the investor profile questionnaire, it is your decision, in consultation with your registered representative, which Model to choose initially or whether to change to a different Model or transfer to Designated Subaccounts, as the case may be, at a later time. Neither we nor GFWM bear any responsibility for this decision. You may change to a different Model or transfer to Designated Subaccounts, as the case may be, at any time with a proper written request or by telephone or electronic instructions, provided a valid telephone/electronic authorization is on file with us. Monthly Rebalancing Each calendar month (on the "monthly anniversary" of your Contract Date), and on any Valuation Day after any transaction involving a withdrawal, receipt of a premium payment or a transfer of Contract Value, we rebalance your Contract Value to maintain the Subaccounts and their corresponding Portfolios, and the relative percentages of the Subaccounts, for your selected Asset Allocation Model. This monthly rebalancing takes account of: . increases and decreases in Contract Value in each Subaccount due to Subaccount performance; and . increases and decreases in Contract Value in each Subaccount due to Subaccount transfers, withdrawals (particularly if taken from specific Subaccounts you have designated), and premium payments (particularly if allocated to specific Subaccounts you have designated). The first monthly rebalancing will occur on the first "monthly anniversary" of the Contract Date. We will not rebalance self-directed portfolios (discussed above) unless the contract owner elects the Portfolio Rebalancing program. For self-directed portfolios, future premium payments for which no specific allocation instructions are received will be allocated in accordance with the last allocation instructions we received, which may have been a prior version of their Asset Allocation Model. Accordingly, if you have a self-directed portfolio you should consider providing specific allocation instructions with each premium payment or contacting us to update your default allocation instructions. Quarterly Reports If you elect to participate in the Asset Allocation Program, you will be sent quarterly reports that provide information about the Subaccounts within your Model, as part of your usual quarterly statement. Information concerning the current Models is provided below. Risks Although the Asset Allocation Models are designed to optimize returns given the various levels of risk, there is no assurance that a Model portfolio will not lose money or not experience volatility. Investment performance of your Contract Value could be better or worse by participating in an Asset Allocation Model than if you had not participated. A Model may perform better or worse than any single Portfolio, Subaccount or asset class or other combinations of Portfolios, Subaccounts or asset classes. Model performance is dependent upon the performance of the component Portfolios. Your Contract Value will fluctuate, and when redeemed, may be worth more or less than the original cost. An Asset Allocation Model may not perform as intended. Although the Models are intended to optimize returns given various levels of risk tolerance, portfolio, market and asset class performance may differ in the future from the historical performance and assumptions upon which the Models are based, which could cause the Models to be ineffective or less effective in reducing volatility. Periodic updating of the Asset Allocation Models can cause the underlying Portfolios to incur transactional expenses to raise cash for money flowing out of the Portfolios or to buy securities with money flowing into the Portfolios. These expenses can adversely affect performance of the related Portfolios and the Models. GFWM may be subject to competing interests that have the potential to influence its decision making with regard to the Asset Allocation Program. For example, GFWM's affiliates (including us) may believe that certain Portfolios could benefit from additional assets or could be harmed by redemptions. In addition, the Portfolios underlying the Subaccounts may invest, depending upon their investment objective and decisions by their investment managers, in securities issued by Genworth Financial, Inc., GFWM's ultimate parent, or its affiliates. GFWM will not have any role in determining whether a Portfolio should 34 purchase or sell Genworth securities. GFWM may allocate portions of the Asset Allocation Models to Portfolios which have held, hold or may hold Genworth securities. GFWM's decision to allocate a percentage of a Model to such a Portfolio will be based on the merits of investing in such a Portfolio and a determination that such an investment is appropriate for the Model. The Models Information concerning the Asset Allocation Models is provided on the following pages. You should review this information carefully before selecting or changing a Model.
Moderately Moderately Conservative Conservative Moderate Aggressive Aggressive Allocation Allocation Allocation Allocation Allocation "Model A" "Model B" "Model C" "Model D" "Model E" - -------------------------------------------------------------------------------------------------------- Investor Profile - -------------------------------------------------------------------------------------------------------- Investor is willing Investor is willing Investor is willing Investor is willing Investor is willing to accept a low to accept a low to to accept a to accept a to accept a high level of risk, has moderate level of moderate level of moderate to high level of risk, has a short term (less risk, has a risk, has a level of risk, has a long term (more than five years) moderately short moderately long a long term (15 to than 15 years) investment time term (less than ten term (10 to 20 20 years) investment time horizon and is years) investment years) investment investment time horizon and has the looking for an time horizon and is time horizon and is horizon and is temperament to ride investment that is looking for an looking for an looking for a out market swings. relatively stable investment to keep investment with the growth oriented in value. pace with inflation. opportunity for investment. long term moderate growth. - -------------------------------------------------------------------------------------------------------- Investor Objective - -------------------------------------------------------------------------------------------------------- High level of Growth and current Growth of capital Growth of capital Growth of capital. current income with income. Target with a low to but without the Target allocation preservation of allocation mix is moderate level of price swings of an mix is 100% capital. Target 40% equities and current income. all equity equities. allocation mix is 60% fixed income. Target allocation portfolio. Target 20% equities and mix is 60% equities allocation mix is 80% fixed income. and 40% fixed 80% equities and income. 20% fixed income. - --------------------------------------------------------------------------------------------------------
Build Your Own Asset Allocation Model - ---------------------------------------------------------------------------------------- The Build Your Own Asset Allocation Model is constructed, generally, to allow for the creation of an equity to fixed income allocation that ranges between 40% equities/60% fixed income to a 80% equities/20% fixed income. These ranges generally fall within the Investor Profile and Investor Objective for Asset Allocation Model B (Moderately Conservative Allocation) on one end of the spectrum and for Asset Allocation Model D (Moderately Aggressive Allocation) on the other. Of course, the Investor Profile and Investor Objective that your allocation will most closely correspond to will depend on your actual allocation. - ----------------------------------------------------------------------------------------
35 MODEL PERCENTAGE ALLOCATIONS AND PORTFOLIO SELECTIONS
Portfolios Model A Model B - ---------------------------------------------------------------------------------------------------------------------------- Equities - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Value Van Kampen Life Investment Trust -- Comstock Portfolio -- Class II Shares 2% 3% --------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Equity-Income Portfolio -- Service Class 2 1% 3% - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Blend The Prudential Series Fund -- Jennison 20/20 Focus Portfolio -- Class II Shares 1% 3% --------------------------------------------------------------------------------------------- GE Investments Funds, Inc. -- S&P 500(R) Index Fund 1% 2% - ---------------------------------------------------------------------------------------------------------------------------- Large Cap Growth Janus Aspen Series -- Forty Portfolio -- Service Shares 1% 3% --------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Contrafund(R) Portfolio -- Service Class 2 2% 4% - ---------------------------------------------------------------------------------------------------------------------------- Mid Cap Value GE Investments Funds, Inc. -- Mid-Cap Equity Fund -- Class 1 Shares 1% 1% - ---------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Fidelity(R) Variable Insurance Products Fund -- VIP Mid Cap Portfolio -- Service Class 2 1% 1% - ---------------------------------------------------------------------------------------------------------------------------- Small Cap Core Oppenheimer Variable Account Funds -- Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 1% 2% - ---------------------------------------------------------------------------------------------------------------------------- International Value AllianceBernstein Variable Products Series Fund, Inc. -- AllianceBernstein International Value Portfolio -- Class B 5% 10% - ---------------------------------------------------------------------------------------------------------------------------- International Growth Columbia Funds Variable Insurance Trust I -- Columbia Marsico International Opportunities Fund, Variable Series -- Class B 2% 4% --------------------------------------------------------------------------------------------- AIM Variable Insurance Funds -- AIM V.I. International Growth Fund -- Series II shares 2% 4% - ---------------------------------------------------------------------------------------------------------------------------- Specialty -- Natural Resources The Prudential Series Fund -- Natural Resources Portfolio -- Class II Shares 0% 0% - ---------------------------------------------------------------------------------------------------------------------------- Total % Equities 20% 40% - ---------------------------------------------------------------------------------------------------------------------------- Fixed Income - ---------------------------------------------------------------------------------------------------------------------------- Short Term Bonds PIMCO Variable Insurance Trust -- Low Duration Portfolio -- Administrative Class Shares 48% 36% - ---------------------------------------------------------------------------------------------------------------------------- Long Term Government Bonds PIMCO Variable Insurance Trust -- Long-Term U.S. Government Portfolio -- Administrative Class Shares 8% 6% - ---------------------------------------------------------------------------------------------------------------------------- Intermediate Term Bonds PIMCO Variable Insurance Trust -- Total Return Portfolio -- Administrative Class Shares 8% 6% --------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Investment Grade Bond Portfolio -- Service Class 2 8% 6% - ---------------------------------------------------------------------------------------------------------------------------- Bank Loan -- Fixed Income Eaton Vance Variable Trust -- VT Floating-Rate Income Fund 8% 6% - ---------------------------------------------------------------------------------------------------------------------------- Total % Fixed Income 80% 60% - ----------------------------------------------------------------------------------------------------------------------------
Portfolios Model C Model D Model E - ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust -- Comstock Portfolio -- Class II Shares 5% 6% 8% - ---------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Equity-Income Portfolio -- Service Class 2 4% 6% 7% - ---------------------------------------------------------------------------------------------------- The Prudential Series Fund -- Jennison 20/20 Focus Portfolio -- Class II Shares 4% 5% 6% - ---------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. -- S&P 500(R) Index Fund 3% 5% 6% - ---------------------------------------------------------------------------------------------------- Janus Aspen Series -- Forty Portfolio -- Service Shares 5% 7% 8% - ---------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Contrafund(R) Portfolio -- Service Class 2 5% 7% 9% - ---------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. -- Mid-Cap Equity Fund -- Class 1 Shares 2% 2% 3% - ---------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Mid Cap Portfolio -- Service Class 2 2% 2% 3% - ---------------------------------------------------------------------------------------------------- Oppenheimer Variable Account Funds -- Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 3% 4% 5% - ---------------------------------------------------------------------------------------------------- AllianceBernstein Variable Products Series Fund, Inc. -- AllianceBernstein International Value Portfolio -- Class B 14% 18% 23% - ---------------------------------------------------------------------------------------------------- Columbia Funds Variable Insurance Trust I -- Columbia Marsico International Opportunities Fund, Variable Series -- Class B 6% 8% 10% - ---------------------------------------------------------------------------------------------------- AIM Variable Insurance Funds -- AIM V.I. International Growth Fund -- Series II shares 6% 8% 10% - ---------------------------------------------------------------------------------------------------- The Prudential Series Fund -- Natural Resources Portfolio -- Class II Shares 1% 2% 2% - ---------------------------------------------------------------------------------------------------- 60% 80% 100% - ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust -- Low Duration Portfolio -- Administrative Class Shares 24% 12% 0% - ---------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust -- Long-Term U.S. Government Portfolio -- Administrative Class Shares 4% 2% 0% - ---------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust -- Total Return Portfolio -- Administrative Class Shares 4% 2% 0% - ---------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Fund -- VIP Investment Grade Bond Portfolio -- Service Class 2 4% 2% 0% - ---------------------------------------------------------------------------------------------------- Eaton Vance Variable Trust -- VT Floating-Rate Income Fund 4% 2% 0% - ---------------------------------------------------------------------------------------------------- 40% 20% 0% - ----------------------------------------------------------------------------------------------------
36 MODEL PERCENTAGE ALLOCATIONS AND PORTFOLIO SELECTIONS BUILD YOUR OWN ASSET ALLOCATION MODEL
Core Asset Class Fixed Income Asset (20% to 80%) Specialty Asset Class (0% to 20%) Class (20% to 60%) - ------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Core Equity Fund -- Series I shares AIM V.I. Capital Appreciation Fund -- Fidelity VIP Investment AIM V.I. International Growth Fund -- Series II shares Series I shares Grade Bond Portfolio AllianceBernstein Balanced Wealth Strategy Portfolio -- AllianceBernstein Global Technology -- Service Class 2 Class B Portfolio -- Class B GE Investments Funds AllianceBernstein Growth and Income Portfolio -- Class B AllianceBernstein International Value Income Fund -- Class 1 BlackRock Basic Value V.I. Fund -- Class III Shares Portfolio -- Class B Shares BlackRock Global Allocation V.I. Fund -- Class III Shares AllianceBernstein Small Cap Growth PIMCO VIT Long-Term U.S. Columbia Marsico Growth Fund, Variable Series -- Class A Portfolio -- Class B Government Portfolio -- Fidelity VIP Balanced Portfolio -- Service Class 2 American Century VP Inflation Administrative Class Fidelity VIP Contrafund(R) Portfolio -- Service Class 2 Protection Fund -- Class II Shares Fidelity VIP Equity-Income Portfolio -- Service Class 2 BlackRock Value Opportunities V.I. Fund PIMCO VIT Low Duration Fidelity VIP Growth & Income Portfolio -- Service Class 2 -- Class III Shares Portfolio Franklin Templeton VIP Founding Funds Allocation Fund -- Columbia Marsico International -- Administrative Class Class 2 Shares Opportunities Fund, Variable Series -- Shares Franklin Templeton VIP Franklin Income Securities Fund -- Class B PIMCO VIT Total Return Class 2 Shares Eaton Vance VT Floating-Rate Income Fund Portfolio Franklin Templeton VIP Mutual Shares Securities Fund -- Evergreen VA Omega Fund -- Class 2 -- Administrative Class Class 2 Shares Federated High Income Bond Fund II -- Shares Franklin Templeton VIP Templeton Growth Securities Fund -- Service Shares Class 2 Shares Federated Kaufmann Fund II -- Service GE Investments Funds Core Value Equity Fund -- Shares Class 1 Shares Fidelity VIP Dynamic Capital GE Investments Funds Mid-Cap Equity Fund -- Class 1 Shares Appreciation Portfolio -- Service GE Investments Funds S&P 500(R) Index Fund Class 2 GE Investments Funds Total Return Fund -- Class 3 Shares Fidelity VIP Growth Portfolio -- GE Investments Funds U.S. Equity Fund -- Class 1 Shares Service Class 2 Janus Aspen Balanced Portfolio -- Service Shares Fidelity VIP Mid Cap Portfolio -- MFS(R) Total Return Series -- Service Class Shares Service Class 2 Oppenheimer Balanced Fund/VA -- Service Shares Fidelity VIP Value Strategies Portfolio Oppenheimer Capital Appreciation Fund/VA -- Service Shares -- Service Class 2 Oppenheimer Global Securities Fund/VA -- Service Shares GE Investments Funds Real Estate Oppenheimer Main Street Fund/VA -- Service Shares Securities Fund -- Class 1 Shares Universal Institutional Funds Equity and Income Portfolio -- GE Investments Funds Small-Cap Equity Class II Shares Fund -- Class 1 Shares Van Kampen LIT Comstock Portfolio -- Class II Shares Janus Aspen Forty Portfolio -- Service Shares Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II MFS(R) Utilities Series -- Service Class Shares Oppenheimer Main Street Small Cap Fund/VA -- Service Shares PIMCO VIT All Asset Portfolio -- Advisor Class Shares PIMCO VIT High Yield Portfolio -- Administrative Class Shares Prudential Jennison Portfolio -- Class II Shares Prudential Jennison 20/20 Focus Portfolio -- Class II Shares Prudential Natural Resources Portfolio -- Class II Shares
37 THE GUARANTEE ACCOUNT Amounts in the Guarantee Account are held in, and are part of, our General Account. The General Account consists of our assets other than those allocated to this and other Separate Accounts. Subject to statutory authority, we have sole discretion over the investment of assets of the General Account. The assets of the General Account are chargeable with liabilities arising out of any business we may conduct. Due to certain exemptive and exclusionary provisions of the Federal securities laws, we have not registered interests in the Guarantee Account under the Securities Act of 1933 (the "1933 Act"), and we have not registered either the Guarantee Account or our General Account as an investment company under the 1940 Act. Accordingly, neither the interests in the Guarantee Account nor our General Account are generally subject to regulation under the 1933 Act and the 1940 Act. Disclosures relating to the interests in the Guarantee Account and the General Account, may however, be subject to certain generally applicable provisions of the Federal securities laws relating to the accuracy of statements made in a registration statement. The Guarantee Account may not be available in all states or markets. Generally, you may allocate your premium payments and/or transfer assets to the Guarantee Account. For contracts issued on or after the later of September 2, 2003, or the date on which state insurance authorities approve applicable contract modifications, we may limit the amount that may be allocated to the Guarantee Account. Currently, for such contracts, no more than 25% of your Contract Value, as determined at the time of allocation, may be allocated to the Guarantee Account. In addition, where permitted by state law, we will refuse new premium payments or transfers into the Guarantee Account when your assets in the Guarantee Account are equal to or greater than 25% of your Contract Value at the time of allocation. We generally exercise our right to limit or refuse allocations to the Guarantee Account when interest rate periods are low for prolonged periods of time. Amounts allocated to the Guarantee Account are credited interest (as described below). Assets in the Guarantee Account are subject to some, but not all, of the charges we assess in connection with your contract. See the "Charges and Other Deductions" provision of this prospectus. The Guarantee Account is not available for contract owners who have elected Lifetime Income Plus, Lifetime Income Plus 2007, Lifetime Income Plus 2008 or Payment Optimizer Plus for as long as the rider is in effect. Each time you allocate premium payments or transfer assets to the Guarantee Account, we establish an interest rate guarantee period. For each interest rate guarantee period, we guarantee an interest rate for a specified period of time. At the end of an interest rate guarantee period, a new interest rate will become effective, and a new interest rate guarantee period for one year will commence for the remaining portion of that particular allocation. We determine the interest rates at our sole discretion. The determination made will be influenced by, but not necessarily correspond to, interest rates available on fixed income investments which we may acquire with the amounts we receive as premium payments or transfers of assets under the contracts. You will have no direct or indirect interest in these investments. We also will consider other factors in determining interest rates for a guarantee period including, but not limited to, regulatory and tax requirements, sales commissions, and administrative expenses borne by us, general economic trends, and competitive factors. Amounts you allocate to the Guarantee Account (if available) will not share in the investment performance of our General Account. We cannot predict or guarantee the level of interest rates in future guarantee periods. However, the interest rates for any interest rate guarantee period will be at least the guaranteed interest rate shown in your contract. We will notify you in writing at least 5 days prior to the expiration date of any interest rate guarantee period about the then currently available interest rate guarantee periods and the guaranteed interest rates applicable to such interest rate guarantee periods. A new one year interest rate guarantee period will commence automatically unless we receive written notice prior to the end of the 30-day period following the expiration of the interest rate guarantee period ("30-day window") of your election of a different interest rate guarantee period from among those being offered by us at that time, or instructions to transfer all or a portion of the remaining amount to one or more Subaccounts subject to certain restrictions. See the "Transfers" provision of this prospectus. During the 30-day window, the allocation will accrue interest at the new interest rate guarantee period's interest rate. To the extent permitted by law, we reserve the right at any time to offer interest rate guarantee periods that differ than those available when we issued the contract, and to credit a higher rate of interest on premium payments allocated to the Guarantee Account participating in a Dollar Cost Averaging program than would otherwise be credited if not participating in a Dollar Cost Averaging program. See the "Dollar Cost Averaging Program" provision of this prospectus. Such a program may not be available to all contracts. We also reserve the right, at any time, to stop accepting premium payments or transfers of assets to a particular interest rate guarantee period. Since the specific interest rate guarantee periods available may change periodically, please contact our Home Office at the address listed on page 1 of this prospectus to determine the interest rate guarantee periods currently being offered. 38 CHARGES AND OTHER DEDUCTIONS We sell the contracts through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance agents of the Company. We pay commissions to the broker-dealers for selling the contracts. We intend to recover commissions, marketing, administrative and other expenses and costs of contract benefits, and other incentives we pay, through fees and charges imposed under the contracts and other corporate revenue. See the "Sales of the Contracts" provision of this prospectus for more information. All of the charges described in this section apply to assets allocated to the Separate Account. Assets in the Guarantee Account are subject to all of the charges described in this section except for the mortality and expense risk charge and the administrative expense charge. We will deduct the charges described below to cover our costs and expenses, services provided, and risks assumed under the contracts. We incur certain costs and expenses for the distribution and administration of the contracts and for providing the benefits payable thereunder. Our administrative services include: . processing applications for and issuing the contracts; . maintaining records; . administering income payments; . furnishing accounting and valuation services (including the calculation and monitoring of daily Subaccount values); . reconciling and depositing cash receipts; . providing contract confirmations and periodic statements; . providing toll-free inquiry services; and . furnishing telephone and internet transaction services. The risks we assume include: . the risk that the death benefit will be greater than the Surrender Value; . the risk that the actual life-span of persons receiving income payments under the contract will exceed the assumptions reflected in our guaranteed rates (these rates are incorporated in the contract and cannot be changed); . the risk that more owners than expected will qualify for waivers of the surrender charges; and . the risk that our costs in providing the services will exceed our revenues from contract charges (which cannot be changed by us). We designed the Bonus Credit as part of the overall sales load structure for the contracts. When the contracts were designed, we set the Bonus Credit level and the level of the surrender charge to reflect the overall level of sales load and distribution expenses associated with the contracts. Although there is no specific charge for the Bonus Credit, we may use a portion of the surrender charge and mortality and expense risk charge to help recover the cost of providing the Bonus Credit under the contract. We may realize a profit from this feature. The amount of the charges may not necessarily correspond to the costs associated with providing the services or benefits indicated by the designation of the charge. For example, the surrender charge we collect may not fully cover all of the sales and distribution expenses we actually incur. We also may realize a profit on one or more of the charges. We may use any such profits for any corporate purpose, including the payment of sales expenses. Transaction Expenses Surrender Charge We assess a surrender charge on partial and total surrenders of each premium payment taken within the first eight years after receipt, unless you meet the exceptions as described below. You pay this charge to compensate us for the losses we experience on contract distribution costs. 39 We calculate the surrender charge separately for each premium payment. For purposes of calculating this charge, we assume that you withdraw premium payments on a first-in, first-out basis. We deduct the surrender charge proportionately from the Subaccounts (excluding the GIS Subaccount(s) if Guaranteed Income Advantage is elected at the time of application). However, if there are insufficient assets in the Subaccounts (excluding the GIS Subaccount(s) if Guaranteed Income Advantage is elected), we will deduct the charge from all assets in the Guarantee Account. Charges taken from the Guarantee Account will be taken first from assets that have been in the Guarantee Account for the longest period of time (and, if Guaranteed Income Advantage is elected, any remaining withdrawals will then be deducted from the GIS Subaccount(s) from the segment that has been in effect for the shortest period of time). The surrender charge is as follows:
Number of Completed Surrender Charge Years Since We as a Percentage of Received the the Premium Payment Premium Payment Surrendered - --------------------------------------- 0 8% 1 8% 2 7% 3 6% 4 5% 5 4% 6 3% 7 2% 8 or more 0% - ---------------------------------------
Exceptions to the Surrender Charge We do not assess the surrender charge: . of amounts of Contract Value representing gain (as defined below) or Bonus Credits; . of free withdrawal amounts (as defined below); . on total or partial surrenders taken under Optional Payment Plan 1, Optional Payment Plan 2 (for a period of 5 or more years), or Optional Payment Plan 5; or . if a waiver of surrender charge provision applies. You may surrender any gain in your contract (including any Bonus Credits) free of any surrender charge. We calculate gain in the contract as: (a) plus (b) minus (c) minus (d), but not less than zero where: (a) is the Contract Value on the Valuation Day we receive your partial or total surrender request; (b) is the total of any partial surrenders previously taken, including surrender charges; (c) is the total of premium payments made; and (d) is the total of any gain previously surrendered. In addition to any gain, you may partially surrender an amount equal to the greater of 10% of your total premium payments or any amount surrendered to meet minimum distribution requirements under the Code each contract year without a surrender charge (the "free withdrawal amount"). If you are making a withdrawal from this contract to meet annual minimum distribution requirements under the Code, and the minimum distribution amount attributable to this contract for the calendar year ending at or before the last day of the contract year exceeds the free withdrawal amount, you may withdraw the difference free of surrender charges. We will deduct amounts surrendered first from any gain in the contract and then from premiums paid. The free withdrawal amount is not cumulative from contract year to contract year. (For tax purposes, a surrender is usually treated as a withdrawal of earnings first.) The free withdrawal amount will not apply to commutation value taken under Payment Optimizer Plus. Further, we will waive the surrender charge if you annuitize the contract under Optional Payment Plan 1 (Life Income with Period Certain), Optional Payment Plan 2 (Income for a Fixed Period) provided that you select a fixed period of 5 years or more, or Optional Payment Plan 5 (Joint Life and Survivor Income). See the "Optional Payment Plans" provision of this prospectus. In addition, we will waive the surrender charges if you take income payments from the GIS Subaccount(s) pursuant to the terms of Guaranteed Income Advantage or if you take income payments pursuant to the terms of Payment Optimizer Plus. We may also waive surrender charges for certain withdrawals made pursuant to Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008. See the "Optional Payment Plans," "Surrenders and Partial Surrenders -- Guaranteed Minimum Withdrawal Benefit for Life Riders," "Income Payments -- Guaranteed Income Advantage" and "Income Payments -- Payment Optimizer Plus" provisions of this prospectus. We also will waive surrender charges arising from a surrender occurring before income payments begin if, at the time we receive the surrender request, we have received due proof that the Annuitant has a qualifying terminal illness, or has a qualifying confinement to a state licensed or legally operated hospital or inpatient nursing facility for a minimum period as set forth in the contract (provided the confinement began, or the illness was diagnosed, at least one year after the contract was issued). If you surrender the contract under the terminal illness waiver, please remember that we will pay your Contract Value, which could be less than the death benefit otherwise available. All Annuitants must be age 80 or younger on the Contract Date to be eligible for this waiver. The terms and conditions of the waivers are set forth in your contract. 40 Deductions from the Separate Account We deduct from the Separate Account an amount, computed daily, at an annual rate of 1.55% of the daily net assets of the Separate Account. The charge consists of an administrative expense charge at an effective annual rate of 0.25% and a mortality and expense risk charge at an effective annual rate of 1.30%. These deductions from the Separate Account are reflected in your Contract Value. Charges for the Living Benefit Rider Options Charge for Guaranteed Income Advantage We charge you for expenses related to Guaranteed Income Advantage, if you elect this rider at the time of application. This charge is deducted daily from the Separate Account currently at an annual rate of 0.50% of the daily net assets of the Separate Account. The deduction from the Separate Account is reflected in your Contract Value. You may elect to receive monthly income under this rider or you may elect to transfer the value in the GIS Subaccount(s) to another investment option under your contract and receive income payments. If you elect to transfer the value in the GIS Subaccount(s) to another investment option and receive income payments, the rider charge will end. Guaranteed Income Advantage may not be available in all states and markets. We reserve the right to discontinue offering Guaranteed Income Advantage at any time and for any reason. Charge for Lifetime Income Plus We charge you for expenses related to Lifetime Income Plus, if you elect this rider at the time of application. This Charge is deducted daily from the Separate Account currently at an annual rate of 0.60% of the daily net assets of the Separate Account for single Annuitant contracts and 0.75% of the daily net assets of the Separate Account for Joint Annuitant contracts. For purposes of this rider, once a contract is a Joint Annuitant contract, and the higher rider charge is applied, the higher rider charge will continue while the rider is in effect, even if the contract becomes a single Annuitant contract. The rider charge for a Joint Annuitant contract is in addition to the Joint Annuitant charge that is applicable and charged on the contract. The deduction for the rider charge from the Separate Account is reflected in your Contract Value. The charge for this rider continues even if you do not allocate assets in accordance with the prescribed Investment Strategy and the benefits you are eligible to receive are reduced. If you reset your benefit and allocate assets in accordance with the prescribed Investment Strategy available at that time, we will reset the charge for the rider, which may be higher than your previous charge, but will never exceed an annualized rate of 2.00% of your daily net assets in the Separate Account. Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. Charge for Lifetime Income Plus 2007 We assess a charge for Lifetime Income Plus 2007 currently equal to an annualized rate of 0.75% of the daily net assets of the Separate Account for single Annuitant contracts and 0.85% of the daily net assets of the Separate Account for Joint Annuitant contracts. Once a contract is a Joint Annuitant contract, and the Joint Annuitant rider charge is applied, the Joint Annuitant rider charge will continue while the rider is in effect. The deduction for the rider charge from the Separate Account is reflected in your Contract Value. The charge for this rider continues even if you do not allocate assets in accordance with the prescribed Investment Strategy and the benefits you are eligible to receive are reduced. If you reset your benefit and allocate assets in accordance with the prescribed Investment Strategy available at that time, we will reset the charge for the rider, which may be higher than your previous charge, but will never exceed an annualized rate of 2.00% of your daily net assets in the Separate Account. Lifetime Income Plus 2007 may not be available in all states and markets. We reserve the right to discontinue offering Lifetime Income Plus 2007 at any time and for any reason. Charge for Lifetime Income Plus 2008 You may purchase Lifetime Income Plus 2008 with or without the Principal Protection Death Benefit. We assess a charge for the guaranteed minimum withdrawal benefit provided by the rider. The charge for the guaranteed minimum withdrawal benefit is calculated quarterly as a percentage of the benefit base, as defined and determined under the rider, and deducted quarterly from the Contract Value. On the Contract Date, the benefit base equals Contract Value. The benefit base will change and may be higher than the Contract Value on any given day. If you purchase Lifetime Income Plus 2008 with the Principal Protection Death Benefit, then you will be assessed a charge for the Principal Protection Death Benefit that is in addition to the charge for the guaranteed minimum withdrawal benefit under the rider. The charge for the Principal Protection Death Benefit is calculated quarterly as a percentage of the value of the Principal Protection Death Benefit, as defined and determined under the rider, and deducted quarterly from the Contract Value. On the Contract Date, the value of the Principal Protection Death Benefit equals the initial premium payment. The charge for the Principal Protection Death Benefit is higher if any Annuitant is age 71 or older at the time of application. 41 We also apply different charges for the rider for a contract that is a single Annuitant contract and a contract that is a Joint Annuitant contract. Once a contract is a Joint Annuitant contract and the Joint Annuitant rider charge is applied, the Joint Annuitant rider charge will continue while the rider is in effect. If a spouse is added as Joint Annuitant after the contract is issued, new charges may apply. These new charges may be higher than the charges previously applicable to your contract. If you reset your benefits under the rider, we will reset the charges for the rider, which may be higher than your previous charges. We currently assess the following charges for the rider, calculated and deducted as described above: Lifetime Income Plus 2008 without the Principal Protection Death Benefit Single Annuitant Contract 0.75% of benefit base ----------------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base - ------------------------------------------------------------------------ Lifetime Income Plus 2008 with the Principal Protection Death Benefit -- Annuitant Age 45-70 Single Annuitant Contract 0.75% of benefit base plus 0.15% of value of Principal Protection Death Benefit ----------------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base plus 0.15% of value of Principal Protection Death Benefit - ------------------------------------------------------------------------ Lifetime Income Plus 2008 with the Principal Protection Death Benefit -- Annuitant Age 71-85 Single Annuitant Contract 0.75% of benefit base plus 0.40% of value of Principal Protection Death Benefit ----------------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base plus 0.40% of value of Principal Protection Death Benefit - ------------------------------------------------------------------------
The charges for Lifetime Income Plus 2008 without the Principal Protection Death Benefit will never exceed 2.00% of benefit base. The charges for Lifetime Income Plus 2008 with the Principal Protection Death Benefit will never exceed 2.00% of benefit base plus 0.50% of the value of the Principal Protection Death Benefit. On the day the rider and/or the contract terminates, the charges for this rider will be calculated, pro rata, and deducted. Lifetime Income Plus 2008 and the Principal Protection Death Benefit may not be available in all states and markets. We reserve the right to discontinue offering Lifetime Income Plus 2008 and/or the Principal Protection Death Benefit at any time and for any reason. Charge for Payment Optimizer Plus We assess a charge for Payment Optimizer Plus currently equal to an annualized rate of 0.50% of the daily net assets of the Separate Account for single Annuitant contracts and 0.65% of the daily net assets of the Separate Account for Joint Annuitant contracts. For purposes of this rider, once a contract is a Joint Annuitant contract, and the higher rider charge is applied, the higher rider charge will continue while the rider is in effect, even if the contract becomes a single Annuitant contract. The rider charge for a Joint Annuitant contract is in addition to the Joint Annuitant charge that is applicable and charged on the contract. The deduction for the rider charge from the Separate Account is reflected in your Contract Value and the value of your Annuity Units. The charge for this rider continues even if you do not allocate assets in accordance with the prescribed Investment Strategy and the benefits you are eligible to receive are reduced. If you reset your benefit and allocate assets in accordance with the prescribed Investment Strategy available at that time, we will reset the charge for the rider, which may be higher than your previous charge, but will never exceed an annual rate of 1.25%. If you purchase Payment Optimizer Plus, after the Annuity Commencement Date you may request to terminate your contract and the rider and (assuming the right to cancel period has ended) receive the commuted value of your income payments in a lump sum (the "commutation value"). In calculating the commutation value, we assess a commutation charge. The amount of the commutation charge will be the surrender charge that would otherwise apply under the contract, in accordance with the surrender charge schedule. Payment Optimizer Plus may not be available in all states and markets. We reserve the right to discontinue offering Payment Optimizer Plus at any time and for any reason. Charges for the Death Benefit Rider Options For contracts issued on or after the later of May 1, 2003, or the date on which state insurance authorities approve the applicable contract modifications, the following provisions apply: Charge for the Annual Step-Up Death Benefit Rider Option We charge you for expenses related to the Annual Step-Up Death Benefit Rider Option if you elect this option at the time of application. We deduct this charge against your assets in the Separate Account at each contract anniversary and at surrender to compensate us for the increased risks and expenses associated with providing this death benefit rider. We will allocate the charge for the Annual Step-Up Death Benefit Rider Option among the Subaccounts in the same proportion that your 42 assets in each Subaccount bear to your total assets in the Separate Account at the time we take the charge. If your assets in the Separate Account are not sufficient to cover the charge, we will deduct the charge first from your assets in the Separate Account, if any, and then from your assets in the Guarantee Account (from the amounts that have been in the Guarantee Account for the longest period of time). At surrender, we will charge you a pro-rata portion of the annual charge. The charge for the Annual Step-Up Death Benefit Rider Option is an annual rate of 0.20% of your Contract Value at the time of the deduction. Charge for the 5% Rollup Death Benefit Rider Option We charge you for expenses related to the 5% Rollup Death Benefit Rider Option if you elect this option at the time of application. We deduct this charge against your assets in the Separate Account at each contract anniversary and at surrender to compensate us for the increased risks and expenses associated with providing this death benefit rider. We will allocate the charge for the 5% Rollup Death Benefit Rider Option among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in the Separate Account at the time we take the charge. If your assets in the Separate Account are not sufficient to cover the charge, we will deduct the charge first from your assets in the Separate Account, if any, and then from your assets in the Guarantee Account (from the amounts that have been in the Guarantee Account for the longest period of time). At surrender, we will charge you a pro-rata portion of the annual charge. The charge for the 5% Rollup Death Benefit Rider Option is an annual rate of 0.30% of your Contract Value at the time of the deduction. Charge for the Earnings Protector Death Benefit Rider Option We charge you for expenses related to the Earnings Protector Death Benefit Rider Option if you elect this option at the time of application. We deduct this charge against your assets in the Separate Account on each contract anniversary and at surrender to compensate us for the increased risks and expenses associated with providing this death benefit rider. We will allocate the charge for the Earnings Protector Death Benefit Rider Option among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in the Separate Account at the time we take the charge. If your assets in your Separate Account are not sufficient to cover the charge, we will deduct the charge first from your assets in the Separate Account, if any, and then from your assets in the Guarantee Account (from the amounts that have been in the Guarantee Account for the longest period of time). At surrender we will charge you a pro-rata portion of the annual charge. The charge for the Earnings Protector Death Benefit Rider Option is 0.30% of your Contract Value at the time of the deduction. Charge for Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option We charge you for expenses related to the Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option if you elect this option at the time of application. We deduct this charge against your assets in the Separate Account on each contract anniversary and at surrender to compensate us for the increased risks and expenses associated with providing this death benefit rider. We will allocate the charge for the Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider option among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in the Separate Account at the time we take the charge. If your assets in the Separate Account are not sufficient to cover the charge, we will deduct the charge first from your assets in the Separate Account, if any, and then from your assets in the Guarantee Account (from the amounts that have been in the Guarantee Account for the longest period of time). At surrender, we will charge you a pro-rata portion of the annual charge. The charge for the Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option is an annual rate of 0.70% of your Contract Value at the time of the deduction. For contracts issued prior to May 1, 2003, or prior to the date on which state insurance authorities approve applicable contract modifications, the following provision applies: Charge for the Optional Guaranteed Minimum Death Benefit We charge you for expenses related to the Optional Guaranteed Minimum Death Benefit. We deduct this charge against the Contract Value at each contract anniversary and at the time you fully surrender the contract. This charge is assessed in order to compensate us for the increased risks and expenses associated with providing the Guaranteed Minimum Death Benefit. We will allocate the annual charge for the Optional Guaranteed Minimum Death Benefit among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in the Separate Account at the time we take the charge. If the assets in the Separate Account are not sufficient to cover the charge for the Optional Guaranteed Minimum Death Benefit, we will deduct the charge first from your assets in the Separate Account, if any, and then from your assets in the Guarantee Account (from the amounts that have been in the Guarantee 43 Account for the longest period of time). At full surrender, we will charge you a pro-rata portion of the annual charge. We guarantee that this charge will never exceed an annual rate of 0.35% of your prior contract year's average benefit amount (we currently charge 0.25%). The rate that applies to your contract is fixed at issue. Charge for the Optional Enhanced Death Benefit We charge you for expenses related to the Optional Enhanced Death Benefit. At the beginning of each contract year after the first contract year, we deduct a charge against the average of: (1) the Contract Value at the beginning of the previous contract year; and (2) the Contract Value at the end of the previous contract year. At surrender, the charge is made against the average of: (1) the Contract Value at the beginning of the current contract year; and (2) the Contract Value at surrender. The charge at surrender will be a pro rata portion of the annual charge. We currently charge an annual rate of 0.20% of your average Contract Value as described above. However, we guarantee that this charge will never exceed an annual rate of 0.35% of your prior contract year's average Contract Value. The rate that applies to your contract will be fixed at issue. We will allocate the annual charge among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in all Subaccounts at the time we take the charge. If there are not sufficient assets in the Subaccounts to cover the charge, we will deduct the charge first from your assets in the Separate Account, if any, and then from your assets in the Guarantee Account. Deductions from the Guarantee Account will be taken first from the amounts (including any interest earned) that have been in the Guarantee Account for the longest period of time. The following provisions apply to all contracts: Other Charges Annual Contract Charge We will deduct an annual contract charge of $25 from your Contract Value to compensate us for certain administrative expenses incurred in connection with the contract. We will deduct the charge on each contract anniversary and at full surrender. We will waive this charge if your Contract Value at the time of deduction is $10,000 or more. We will allocate the annual contract charge among the Subaccounts in the same proportion that your assets in each Subaccount bear to your total assets in the Separate Account at the time the charge is taken. If there are insufficient assets allocated to the Separate Account, we will deduct any remaining portion of the charge from the Guarantee Account proportionally from all assets in the Guarantee Account. Deductions for Premium Taxes We will deduct charges for any premium tax or other tax levied by any governmental entity from premium payments or Contract Value when the premium tax is incurred or when we pay proceeds under the contract (proceeds include surrenders, partial surrenders, income payments and death benefit payments). The applicable premium tax rates that states and other governmental entities impose on the purchase of an annuity are subject to change by legislation, by administrative interpretation, or by judicial action. These premium taxes generally depend upon the law of your state of residence. The tax generally ranges from 0.0% to 3.5%. Other Charges and Deductions Each Portfolio incurs certain fees and expenses. To pay for these expenses, the Portfolio makes deductions from its assets. The deductions are described more fully in each Portfolio's prospectus. In addition, we reserve the right to impose a transfer charge of up to $10 per transfer. This charge is at our cost with no profit to us. THE CONTRACT The contract is an individual flexible deferred variable annuity contract. Your rights and benefits are described below and in the contract. There may be differences in your contract (such as differences in fees, charges, and benefits) because of requirements of the state where we issued your contract. We will include any such differences in your contract. Purchase of the Contract If you wish to purchase a contract, you must apply for it through an authorized sales representative. The sales representative will send your completed application to us, and we will decide whether to accept or reject it. If we accept your application, our legally authorized officers prepare and execute a contract. We then send the contract to you either directly or through your sales representative. See the "Sales of the Contracts" provision of this prospectus. If we receive a completed application and all other information necessary for processing a purchase order, we will apply your 44 initial premium payment no later than two business days after we receive the order. While attempting to finish an incomplete application, we may hold your initial premium payment for no more than five business days. If the incomplete application cannot be completed within five days, we will inform you of the reasons, and will return your premium payment immediately, unless you specifically authorize us to keep it until the application is complete. Once you complete your application, we must apply the initial premium payment within two business days. We apply any additional premium payments as of the Valuation Day we receive them at our Home Office. There may be delays in our receipt of an application that are outside of our control (for example, because of the failure of the selling broker-dealer or authorized sales representative to forward the application to us promptly). Any such delays will affect when your contract can be issued and your premium payment applied. To apply for a contract, you must be of legal age in a state where we may lawfully sell the contracts and if part of a plan, you must be eligible to participate in any of the qualified or non-qualified retirement plans for which we designed the contracts. The Annuitant and Contingent Annuitant cannot be age 81 or older at the time of application, unless we approve a different age. Various firms and financial institutions that sell our products have their own guidelines on when certain products are suitable and may impose issue age restrictions that are younger than those stated in our contracts and/or riders. We neither influence, nor agree or disagree with the age restrictions imposed by firms and financial institutions. This contract may be used with certain tax qualified retirement plans. The contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of this contract does not provide additional tax deferral benefits beyond those provided in the qualified retirement plan. Accordingly, if you are purchasing this contract as a Qualified Contract, you should consider purchasing this contract for its death benefit, income benefits, and other non-tax-related benefits. Please consult a tax adviser for information specific to your circumstances in order to determine whether this contract is an appropriate investment for you. Purchasing the contract through a tax-free "Section 1035" exchange. Section 1035 of the Code generally permits you to exchange one annuity contract for another in a "tax-free exchange." Therefore, you can use the proceeds from another annuity contract to make premium payments for this contract. Before making an exchange to acquire this contract, you should carefully compare this contract to your current contract. You may have to pay a surrender charge under your current contract to exchange it for this contract, and this contract has its own surrender charges which would apply to you. The fees and charges under this contract may be higher (or lower), and the benefits may be different, than those of your current contract. In addition, you may have to pay federal income and penalty taxes on the exchange if it does not qualify for Section 1035 treatment. You should not exchange another contract for this contract unless you determine, after evaluating all of the facts, that the exchange is in your best interest. Please note that the person who sells you this contract generally will earn a commission on the sale. Ownership As owner, you have all rights under the contract, subject to the rights of any irrevocable beneficiary. Two persons may apply for a contract as joint owners. Joint owners have equal undivided interests in their contract. That means that each may exercise any ownership rights on behalf of the other, except for ownership changes. Joint owners also have the right of survivorship. This means if a joint owner dies, his or her interest in the contract passes to the surviving owner. You must have our approval to add a joint owner after we issue the contract. We may require additional information if joint ownership is requested after the contract is issued. Subject to certain restrictions imposed by electable rider options and as otherwise stated below, before the Maturity Date, you may change: . your Maturity Date to any date at least ten years after your last premium payment; . your Optional Payment Plan; . the allocation of your investments among the Subaccounts and/or the Guarantee Account (subject to certain restrictions listed in your contract and in the "Transfers" provision); and . the owner, joint owner, primary beneficiary, contingent beneficiary (unless the primary beneficiary or contingent beneficiary is named as an irrevocable beneficiary), and contingent Annuitant upon written notice to our Home Office, and provided the Annuitant is living at the time of the request. If you change a beneficiary, your plan selection will no longer be in effect unless you request that it continue. In addition, you may change any non-natural owner to another non-natural owner. Changing the owner or joint owner may have tax consequences and you should consult a tax adviser before doing so. We must receive your request for a change at our Home Office in a form satisfactory to us. The change will take effect 45 as of the date you sign the request. The change will be subject to any payment made before we recorded the change. Please note that if you elect Guaranteed Income Advantage at the time of application, you may not change your scheduled income start date or your Optional Payment Plan. In addition, partial surrenders and/or transfers from the GIS Subaccount(s) will lower your guaranteed income floor and cause you to lose your right to continue to make scheduled transfers into the segment from which the partial surrender and/or transfer was made. If you elect Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007 at the time of application, the benefits you receive under such rider may be reduced if your assets are not allocated in accordance with the Investment Strategy prescribed by your rider. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. You may not however, change the Optional Payment Plan once elected at the time of application. Assignment An owner of a Non-Qualified Contract may assign some or all of his or her rights under the contract. However, an assignment may terminate certain death benefits provided by rider option. An assignment must occur before the Maturity Date and while the Annuitant is still living. Once proper notice of the assignment is recorded by our Home Office, the assignment will become effective as of the date the written request was signed. Qualified Contracts, IRAs and Tax Sheltered Annuities may not be assigned, pledged or otherwise transferred except where allowed by law. If you elect Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, our Home Office must approve any assignment, unless such assignment was made pursuant to a court order. Guaranteed Income Advantage will terminate upon assignment of the contract unless such assignment is a result of legal process. Upon termination of Guaranteed Income Advantage, all assets in the GIS Subaccount(s) will be transferred to the GE Investments Funds, Inc. -- Money Market Fund as of the Valuation Day the assignment is received. If the assignment is received on a non-Valuation Day, the assets will be transferred on the next Valuation Day. We are not responsible for the validity or tax consequences of any assignment. We are not liable for any payment or settlement made before the assignment is recorded. Assignments will not be recorded until our Home Office receives sufficient direction from the owner and the assignee regarding the proper allocation of contract rights. Amounts pledged or assigned will be treated as distributions and will be included in gross income to the extent that the Contract Value exceeds the investment in the contract for the taxable year in which it was pledged or assigned. Assignment of the entire Contract Value may cause the portion of the contract exceeding the total investment in the contract and previously taxed amounts to be included in gross income for federal income tax purposes each year that the assignment is in effect. Amounts assigned may be subject to an IRS tax penalty equal to 10% of the amount included in gross income. Premium Payments You may make premium payments at any frequency and in the amount you select, subject to certain limitations. You must obtain our approval before you make total premium payments for an Annuitant age 79 or younger that exceed $2,000,000 in the aggregate in any variable annuity contracts issued by the Company or any of its affiliates. If the Annuitant is age 80 or older at the time of payment, the total amount not subject to prior approval is $1,000,000 in the aggregate in any variable annuity contracts issued by the Company or any of its affiliates. Premium payments may be made at any time prior to the Maturity Date, the surrender of the contract, or the death of the owner (or joint owner, if applicable), whichever comes first. We reserve the right to refuse to accept a premium payment for any lawful reason and in a manner that does not unfairly discriminate against similarly situated purchasers. The minimum initial premium payment is $10,000. We may accept a lower initial premium payment in the case of certain group sales. Each additional premium payment must be at least $1,000 for Non-Qualified Contracts ($200 if paid by electronic fund transfers), $50 for IRA Contracts, and $100 for other Qualified Contracts. Valuation Day and Valuation Period We will value Accumulation and Annuity Units once daily as of the close of regular trading (currently 4:00 p.m. Eastern Time) for each day the New York Stock Exchange is open except for days on which a Portfolio does not value its shares. If a Valuation Period contains more than one day, the unit values will be the same for each day in the Valuation Period. Allocation of Premium Payments We place premium payments into the Subaccounts, each of which invests in shares of a corresponding Portfolio, and/or the Guarantee Account, according to your instructions. You may allocate premium payments in the Subaccounts plus the Guarantee Account at any one time. The Guarantee Account 46 may not be available in all states or in all markets. The percentage of premium payment which you can put into any one Subaccount or guarantee period must equal a whole percentage and cannot be less than $100. In addition, for contracts issued on or after the later of September 2, 2003, or the date on which state insurance authorities approve applicable contract modifications, we may limit the amount that may be allocated to the Guarantee Account. Currently, no more than 25% of your Contract Value, as determined at the time of allocation, may be allocated to the Guarantee Account. If you have elected Guaranteed Income Advantage, you may not allocate premium payments directly to the GIS Subaccount(s); allocations to the GIS Subaccount(s) must be made by scheduled transfers pursuant to pro rata scheduled transfers from all other Subaccounts in which you have assets. If you have elected the Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, you must allocate all premium payments in accordance with the Investment Strategy prescribed by the rider in order to obtain the full benefit of the rider. The benefits you receive under the rider may be reduced if your premium payments are not allocated in accordance with the Investment Strategy. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. See the "Surrenders and Partial Surrenders -- Guaranteed Minimum Withdrawal Benefit for Life Riders," "Income Payments -- Guaranteed Income Advantage" and "Income Payments -- Payment Optimizer Plus," provisions of the prospectus. Upon allocation to the appropriate Subaccounts, we convert premium payments into Accumulation Units. We determine the number of Accumulation Units credited by dividing the amount allocated to each Subaccount by the value of an Accumulation Unit for that Subaccount on the Valuation Day on which we receive any additional premium payment at our Home Office. The number of Accumulation Units determined in this way is not changed by any subsequent change in the value of an Accumulation Unit. However, the dollar value of an Accumulation Unit will vary depending not only upon how well the Portfolio's investments perform, but also upon the expenses of the Separate Account and the Portfolios. You may change the allocation of subsequent premium payments at any time, without charge, by sending us acceptable notice. The new allocation will apply to any new premium payments made after we receive notice of the change at our Home Office. Bonus Credits The Bonus Credit is an amount we add to each premium payment we receive. For contracts issued on or after the later of October 29, 2002 or the date on which state insurance authorities approve the applicable contract modifications, and if the Annuitant is age 80 or younger when the contract is issued, we will add 5% of each premium payment to your Contract Value. For contracts issued prior to October 29, 2002 or prior to the date on which state insurance authorities approve the applicable contract modifications, and if the Annuitant is age 80 or younger when the contract is issued, we will add 4% of each premium payment to your Contract Value. If the Annuitant is age 81 or older at the time of issue, we will not pay any Bonus Credits. The Annuitant cannot be age 81 or older at the time of application, unless we approve an Annuitant of an older age. We fund the Bonus Credits from our General Account. We apply the Bonus Credits when we apply your premium payment to your Contract Value, and allocate the credits on a pro-rata basis to the investment options you select in the same ratio as the applicable premium payment. We do not consider Bonus Credits as "premium payments" for purposes of the contract. In addition, please note that any applicable Bonus Credit will not be included in the Withdrawal Base, Rider Death Benefit, Principal Protection Death Benefit or Roll-Up Value, if applicable, if you elected Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 or the benefit base if you elected the Payment Optimizer Plus. You will have to reset your benefit under the terms of the applicable rider to capture the Bonus Credit or any related earnings in the Withdrawal Base or benefit base. You should know that over time and under certain circumstances (such as an extended period of poor market performance), the costs associated with the Bonus Credit may exceed the sum of the Bonus Credit and any related earnings. You should consider this possibility before purchasing the contract. The Bonus Credit is referred to as an "enhanced premium amount" in your contract. Valuation of Accumulation Units Partial surrenders, surrenders and payment of a death benefit all result in the cancellation of an appropriate number of Accumulation Units. We cancel Accumulation Units as of the end of the Valuation Period on which we receive notice or instructions with regard to the surrender, partial surrender or payment of a death benefit. We value Accumulation Units for each Subaccount separately. The Accumulation Unit value at the end of every Valuation Day equals the Accumulation Unit value at the end of the preceding Valuation Day multiplied by the net investment factor (described below). We arbitrarily set the Accumulation Unit value at the inception of the Subaccount at $10. On any Valuation Day, we determine your Subaccount value 47 by multiplying the number of Accumulation Units attributable to your contract by the Accumulation Unit value for that day. The net investment factor is an index used to measure the investment performance of a Subaccount from one Valuation Period to the next. The net investment factor for any Subaccount for any Valuation Period reflects the change in the net asset value per share of the Portfolio held in the Subaccount from one Valuation Period to the next, adjusted for the daily deduction of the administrative expense charges, mortality and expense risk charges, and any applicable optional rider charges (but not any optional death benefit rider charges) from assets in the Subaccount. The charges for Lifetime Income Plus 2008 and the Death Benefit Rider Options, however, are deducted from your Contract Value. If any "ex-dividend" date occurs during the Valuation Period, we take into account the per share amount of any dividend or capital gain distribution so that the unit value is not impacted. Also, if we need to reserve money for taxes, we take into account a per share charge or credit for any taxes reserved for which we determine to have resulted from the operations of the Subaccount. The value of an Accumulation Unit may increase or decrease based on the net investment factor. Changes in the net investment factor may not be directly proportional to changes in the net asset value of the Portfolio because of the deduction of Separate Account charges. Though the number of Accumulation Units will not change as a result of investment experience, the value of an Accumulation Unit may increase or decrease from Valuation Period to Valuation Period. See the Statement of Additional Information for more details. TRANSFERS Transfers Before the Maturity Date All owners may transfer all or a portion of their assets between and among the Subaccounts of the Separate Account and the Guarantee Account (if available) on any Valuation Day prior to the Maturity Date, subject to certain conditions imposed by the contract and as stated below. Owners may not, however, transfer assets in the Guarantee Account from one interest rate guarantee period to another interest rate guarantee period. If you elect Guaranteed Income Advantage, once you make a transfer from a segment that corresponds to a GIS Subaccount, you may not make subsequent transfers to that segment corresponding to that GIS Subaccount. If you elect Payment Optimizer Plus, Lifetime Income Plus or Lifetime Income Plus 2007, the benefits you receive under such rider may be reduced if, after a transfer, your assets are not allocated in accordance with the prescribed Investment Strategy. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. We process transfers among the Subaccounts and between the Subaccounts and the Guarantee Account as of the end of the Valuation Period that we receive the transfer request in good order at our Home Office. There may be limitations placed on multiple transfer requests made at different times during the same Valuation Period involving the same Subaccounts or the Guarantee Account. We may postpone transfers to, from, or among the Subaccounts and/or the Guarantee Account under certain circumstances. See the "Requesting Payments" provision of this prospectus. Transfers from the Guarantee Account to the Subaccounts We may limit and/or restrict transfers from the Guarantee Account to the Subaccounts. The Guarantee Account may not be available in all states or in all markets. For any allocation from the Guarantee Account to the Subaccounts, the limited amount will not be less than any accrued interest on that allocation plus 25% of the original amount of that allocation. Unless you are participating in a Dollar Cost Averaging program (see the "Dollar Cost Averaging Program" provision), you may make such transfers only during the 30 day period beginning with the end of the preceding interest rate guarantee period applicable to that particular allocation. We may also limit the amount that you may transfer to the Subaccount. Transfers from the Subaccounts to the Guarantee Account We may restrict certain transfers from the Subaccounts to the Guarantee Account. The Guarantee Account may not be available in all states or in all markets. For contracts issued on or after the later of September 2, 2003, or the date on which state insurance authorities approve applicable contract modifications, we may also limit the amount that may be allocated to the Guarantee Account. Currently, for such contracts, no more than 25% of your Contract Value, as determined at the time of allocation, may be allocated to the Guarantee Account. In addition, where permitted by state law, we will refuse new premium payments or transfers into the Guarantee Account when your assets in the Guarantee Account are equal to or greater than 25% of your Contract Value at the time of allocation. We generally exercise our right to limit or refuse allocations to the Guarantee Account when interest rate periods are low for prolonged periods of time. In addition, we reserve the right to prohibit or limit transfers from the Subaccounts to the Guarantee Account during the six month period following the transfer of any amount from the Guarantee Account to any Subaccount. 48 Transfers Among the Subaccounts All owners may submit 12 Subaccount transfers each calendar year by voice response, Internet, telephone, facsimile, U.S. Mail or overnight delivery service. Once such 12 Subaccount transfers have been executed, a letter will be sent notifying owners that they may submit additional transfers only in writing by U.S. Mail or by overnight delivery service. Transfer requests sent by the Internet, same day mail, courier service, telephone or facsimile will not be accepted under any circumstances. Once we receive your mailed transfer request at our Home Office, such transfer cannot be cancelled. We also will not cancel transfer requests that have not yet been received, i.e., you may not call to cancel a transfer request sent by U.S. Mail or overnight delivery service. If you wish to change a transfer request sent by U.S. Mail or overnight delivery service, such change must also be sent in writing by U.S. Mail or by overnight delivery service. We will process that transfer request as of the Valuation Day the new transfer request is received at our Home Office. Currently, we do not charge for transfers. However, we reserve the right to assess a charge of up to $10 per transfer. The minimum transfer amount is $100 or the entire balance in the Subaccount or interest rate guarantee period if the transfer will leave a balance of less than $100. We also reserve the right to not honor your transfer request if your transfer is a result of more than one trade involving the same Subaccount within a 30 day period. We will generally invoke this right when either the Portfolio(s) or we see a pattern of frequent transfers between the same Portfolios within a short period of time (i.e., transfers among the same Subaccounts occur within five to 15 days of each other). In addition, we may not honor transfers made by third parties. See the "Transfer by Third Parties" provision of this prospectus. If a transfer request is not processed, a letter will be sent notifying you that your transfer request was not honored. If we do not honor a transfer request, we will not count that request as a transfer for purposes of the 12 transfers allowed each calendar year as described in the previous paragraphs. When thinking about a transfer of assets, you should consider the inherent risks involved. Frequent transfers based on short-term expectations may increase the risk that you will make a transfer at an inopportune time. Also, because certain restrictions on transfers are applied at the discretion of the Portfolios in which the Subaccount invests, it is possible that owners will be treated differently and there could be inequitable treatment among owners if a Portfolio does not apply equal treatment to all shareholders. See the "Special Note on Frequent Transfers" provision of this prospectus. These restrictions will apply to all owners and their designated third party(ies), unless such transfer is being made pursuant to: (1) a Dollar Cost Averaging program; (2) a Portfolio Rebalancing program; (3) the terms of an approved Fund substitution or Fund liquidation; or (4) a Portfolio's refusal to allow the purchase of shares, either on behalf of an individual owner or on the entire Separate Account, in which case, the Portfolio's refusal to allow the purchase of shares will not be considered a transfer for calculation of the 12 transfers allowed per calendar year by voice response, Internet, telephone, facsimile, U.S. Mail or overnight delivery service. In addition, the restrictions and charges listed above do not apply to any: (1) scheduled transfers made to the GIS Subaccount(s) pursuant to the terms of Guaranteed Income Advantage; or (2) transfers made among the Subaccounts pursuant to automatic rebalancing of assets made under the terms of Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders. Sometimes, we will not honor transfer requests. We will not honor a transfer request if: (1) any Subaccount that would be affected by the transfer is unable to purchase or to redeem shares of the Portfolio in which the Subaccount invests; or (2) the transfer would adversely affect Unit Values. The affected Portfolio(s) determine whether items (1) or (2) above apply. We will treat all owners equally with respect to transfer requests. Telephone/Internet Transactions All owners may make their first 12 transfers in any calendar year among the Subaccounts or between the Subaccounts and the Guarantee Account by calling or electronically contacting us. Transactions that can be conducted over the telephone and Internet include, but are not necessarily limited to: (1) the first 12 transfers of assets among the Subaccounts or between the Subaccounts and the Guarantee Account in any calendar year (this includes any changes in premium payment allocations when such changes include a transfer of assets); (2) Dollar Cost Averaging; and (3) Portfolio Rebalancing. 49 We will employ reasonable procedures to confirm that instructions we receive are genuine. Such procedures may include, but are not limited to: (1) requiring you or a third party you authorized to provide some form of personal identification before we act on the telephone and/or Internet instructions; (2) confirming the telephone/Internet transaction in writing to you or a third party you authorized; and/or (3) tape recording telephone instructions or retaining a record of your electronic request. We reserve the right to limit or prohibit telephone and Internet transactions. We will delay making a payment or processing a transfer request if: (1) the disposal or valuation of the Separate Account's assets is not reasonably practicable because the New York Stock Exchange is closed; (2) on nationally recognized holidays, trading is restricted by the New York Stock Exchange; (3) an emergency exists making the disposal or valuation of securities held in the Separate Account impracticable; or (4) the SEC by order permits postponement to protect our owners. Rules and regulations of the SEC will govern as to when the conditions described in (3) and (4) above exist. If we are closed on days when the New York Stock Exchange is open, Contract Value may be affected since owners will not have access to their account. Confirmation of Transactions We will not be liable for following instructions that we reasonably determine to be genuine. We will send you a confirmation of any transfer we process. You are responsible for verifying transfer confirmations and notifying us of any errors within 30 days of receiving the confirmation statement. Special Note on Reliability Please note that the Internet or our telephone system may not always be available. Any computer or telephone system, whether it is ours, yours, your service provider's, or your registered representative's, can experience unscheduled outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you can make your transaction request by writing our Home Office. Transfers by Third Parties As a general rule and as a convenience to you, we allow you to give third parties the right to conduct transfers on your behalf. However, when the same third party possesses this ability on behalf of many owners, the result can be simultaneous transfers involving large amounts of assets. Such transfers can disrupt the orderly management of the Portfolios underlying the contract, can result in higher costs to owners, and are generally not compatible with the long-range goals of owners. We believe that such simultaneous transfers effected by such third parties are not in the best interests of all beneficial shareholders of the Portfolios underlying the contracts, and the management of the Portfolios share this position. We have instituted procedures to assure that the transfer requests that we receive have, in fact, been made by the owners in whose names they are submitted. Consequently, we may refuse transfers made by third parties on behalf of an owner in a number of circumstances, which include but are not limited to: (1) transfers made on behalf of many owners by one third party (or several third parties who belong to the same firm) where the transfer involves the same Subaccounts and large amounts of assets; (2) when we have not received adequate authorization from the owner allowing a third party to make transfers on his or her behalf; and (3) when we believe, under all facts and circumstances received, that the owner or his or her authorized agent is not making the transfer. We require documentation to provide sufficient proof that the third party making the trade is in fact duly authorized by the owner. This information includes, but is not limited to: (1) documentation signed by the owner or a court authorizing a third party to act on the owner's behalf; (2) passwords and encrypted information; (3) additional owner verification when appropriate; and (4) recorded conversations. We will not be held liable for refusing a transfer made by a third party when we have a reasonable basis for believing such third party is not authorized to make a transfer on the owner's behalf or we have a reasonable basis for believing the third party is acting in a fraudulent manner. 50 Special Note on Frequent Transfers The Separate Account does not accommodate frequent transfers of Contract Value among Subaccounts. When owners or someone on their behalf submit requests to transfer all or a portion of their assets between Subaccounts, the requests result in the purchase and redemption of shares of the Portfolios in which the Subaccounts invest. Frequent Subaccount transfers, therefore, cause corresponding frequent purchases and redemptions of shares of the Portfolios. Frequent purchases and redemptions of shares of the Portfolios can dilute the value of a Portfolio's shares, disrupt the management of the Portfolio's investment portfolio, and increase brokerage and administrative costs. Accordingly, when an owner or someone on their behalf engages in frequent Subaccount transfers, other owners and persons with rights under the contracts (such as Annuitants and beneficiaries) may be harmed. The Separate Account discourages frequent transfers, purchases and redemptions. To discourage frequent Subaccount transfers, we adopted the policy described in the "Transfers Among the Subaccounts" section. This policy requires owners who request more than 12 Subaccount transfers in a calendar year to submit such requests in writing by U.S. Mail or by overnight delivery service (the "U.S. Mail requirement"). The U.S. Mail requirement creates a delay of at least one day between the time transfer decisions are made and the time such transfers are processed. This delay is intended to discourage frequent Subaccount transfers by limiting the effectiveness of abusive "market timing" strategies (in particular, "time-zone" arbitrage) that rely on "same-day" processing of transfer requests. In addition, we will not honor transfer requests if any Subaccount that would be affected by the transfer is unable to purchase or redeem shares of the Portfolio in which the Subaccount invests or if the transfer would adversely affect Accumulation Unit values. Whether these restrictions apply is determined by the affected Portfolio(s), and although we apply the restrictions uniformly when we receive information from the Portfolio(s), we cannot guarantee that the Portfolio(s) will apply their policies and procedures in a uniform basis. There can be no assurance that the U.S. Mail requirement will be effective in limiting frequent Subaccount transfers or that we can prevent all frequent Subaccount transfer activity that may adversely affect owners, other persons with material rights under the contract, or Portfolio shareholders generally. For instance, imposing the U.S. Mail requirement after 12 Subaccount transfers may not be restrictive enough to deter an owner seeking to engage in abusing market timing strategies. We may revise our frequent Subaccount transfer policy and related procedures, at our sole discretion, at any time and without prior notice, as we deem necessary or appropriate to better detect and deter frequent transfer activity that may adversely affect owners, other persons with material rights under the Policies, or Portfolio shareholders generally, to comply with state or federal regulatory requirements, or to impose additional or alternative restrictions on owners engaging in frequent Subaccount transfers. For example, we may invoke our right to refuse transfers if the transfer involves the same Subaccount within a 30 day period and/or we may change our procedures to monitor for a different number of transfers within a specified time period or to impose a minimum time period between each transfer. There are inherent risks that changing our policies and procedures in the future may not be effective in limiting frequent Subaccount transfers. We will not implement any policy and procedure at the contract level that discriminates among owners, however, we may be compelled to adopt policies and procedures adopted by the Portfolios on behalf of the Portfolios and we will do so unless we cannot service such policies and procedures or we believe such policies and procedures contradict state or federal regulations or such policies and procedures contradict with the terms of your contract. As stated in the previous paragraph, each of the Portfolios in which the Subaccounts invest may have its own policies and procedures with respect to frequent purchases and redemption of Portfolio shares. The prospectuses for the Portfolios describe any such policies and procedures. For example, a Portfolio may assess redemption fees (which we reserve the right to collect) on shares held for a relatively short period of time. The frequent trading policies and procedures of a Portfolio may be different, and more or less restrictive, than the frequent trading policies and procedures of other Portfolios and the policies and procedures we have adopted to discourage frequent Subaccount transfers. Owners should be aware that we may not have the operational capability to monitor owners' Subaccount transfer requests and apply the frequent trading policies and procedures of the respective Portfolios that would be affected by the transfers. Accordingly, owners and other persons who have material rights under the contracts should assume that the sole protection they may have against potential harm from frequent Subaccount transfers is the protection, if any, provided by the policies and procedures we have adopted to discourage frequent Subaccount transfers. Under rules recently adopted by the SEC, we are required to enter into a written agreement with each Portfolio or its principal underwriter that will obligate us to provide promptly, upon request by the Portfolio, certain information to the 51 Portfolio about the trading activity of individual contract owners. We must then execute any instructions from the Portfolio to restrict or prohibit further purchases or transfers by a specific contract owner of Accumulation Units or Annuity Units of the Subaccount that invests in that Portfolio, where such contract owner has been identified by the Portfolio as having engaged in transactions (indirectly through such Subaccount) that violate policies established by the Portfolio for the purpose of eliminating or reducing any dilution of the value of the outstanding shares of the Portfolio. We will inform any contract owners whose future purchases and transfers of a Subaccount's units have been restricted or prohibited by a Portfolio. Owners and other persons with material rights under the contracts also should be aware that the purchase and redemption orders received by the Portfolios generally are "omnibus" orders from intermediaries such as retirement plans or separate accounts funding variable insurance contracts. These omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan participants and/or individual owners of variable insurance contracts. The omnibus nature of these orders may limit the Portfolios' ability to apply their respective frequent trading policies and procedures. We cannot guarantee that the Portfolios will not be harmed by transfer activity relating to the retirement plans and/or other insurance companies that may invest in the Portfolios. In addition, if a Portfolio believes an omnibus order we submit may reflect one or more Subaccount transfer requests from owners engaged in frequent transfer activity, the Portfolio may reject a portion of or the entire omnibus order. If a Portfolio rejects part of an omnibus order it believes is attributable to transfers that exceed its market timing policies and procedures, it will return the amount to us and we will credit the amount to the contract owner as of the Valuation Day of our receipt of that amount. You may realize a loss if the unit value on the Valuation Day we credit the amount back to your account has increased since the original date of your transfer. We apply our policies and procedures without exception, waiver, or special arrangement. Dollar Cost Averaging Program The Dollar Cost Averaging program permits you to systematically transfer on a monthly or quarterly basis a set dollar amount from the Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund and/or the Guarantee Account (if available) to any combination of other available Subaccounts (as long as the total number of Subaccounts used does not exceed the maximum number allowed under the contract). The Dollar Cost Averaging method of investment is designed to reduce the risk of making purchases only when the price of units is high, but you should carefully consider your financial ability to continue the program over a long enough period of time to purchase Accumulation Units when their value is low as well as when it is high. Dollar Cost Averaging does not assure a profit or protect against a loss. You may participate in the Dollar Cost Averaging program by: (1) electing it on your application; or (2) contacting an authorized sales representative; or (3) contacting us at (800) 352-9910. To use the program, you must transfer at least $100 from the Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund and/or interest rate guarantee period with each transfer. The Dollar Cost Averaging program will begin 30 days after we receive all required forms with your instructions and any necessary premium payment unless we allow an earlier date. We will discontinue your participation in the Dollar Cost Averaging program: . on the business day we receive your request to discontinue the program in writing or by telephone (assuming we have your telephone authorization form on file); or . when the assets of the Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund and/or interest rate guarantee period from which transfers are being made are depleted. If you Dollar Cost Average from the Guarantee Account, we reserve the right to determine the amount of each automatic transfer. The Guarantee Account may not be available in all states or in all markets. We also reserve the right to transfer any remaining portion of an allocation used for Dollar Cost Averaging to a new guarantee period upon termination of the Dollar Cost Averaging program for that allocation. You may not transfer from one interest rate guarantee period to another interest rate guarantee period. We also reserve the right to credit a higher rate of interest on premium payments allocated to the Guarantee Account that participate in the Dollar Cost Averaging program. We refer to this higher rate of interest as Enhanced Dollar Cost Averaging. The Dollar Cost Averaging program and/or Enhanced Dollar Cost Averaging program may not be available in all states and in all markets or through all broker-dealers who sell the contracts. If you terminate the Dollar Cost Averaging program prior to the depletion of assets from the Guarantee Account, we have the right to credit the remaining assets in the Guarantee Account the current interest rate being credited to all other 52 Guarantee Account assets not participating in the Enhanced Dollar Cost Averaging program as of that Valuation Day. In addition, for contracts issued on or after the later of September 2, 2003, or the date on which state insurance authorities approve applicable contract modifications, if you terminate your Dollar Cost Averaging program prior to the depletion of assets in the Guarantee Account, we may limit the amount that may allocated to the Guarantee Account. If we exercise this right, we guarantee the amount limited will be the same as the amount limited for those contracts not participating in a Dollar Cost Averaging program as of the date you terminate your Dollar Cost Averaging program. There is no additional charge for Dollar Cost Averaging. A transfer under this program is not a transfer for purposes of assessing a transfer charge or calculating the maximum number of transfers we may allow in a calendar year via the Internet, telephone or facsimile. We may, from time to time, offer various Dollar Cost Averaging programs. We reserve the right to discontinue new Dollar Cost Averaging programs or to modify such programs at any time and for any reason. We also reserve the right to prohibit simultaneous participation in the Dollar Cost Averaging program and Systematic Withdrawal program. Dollar Cost Averaging is not available if you have elected Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders and you are allocating assets in accordance with the prescribed Investment Strategy. If you have elected Lifetime Income Plus 2008 or Payment Optimizer Plus, you can, however, participate in the Defined Dollar Cost Averaging program, as described below. Owners considering participating in a Dollar Cost Averaging program should call (800) 352-9910 or an authorized sales representative to verify the availability of Dollar Cost Averaging. Defined Dollar Cost Averaging Program The Defined Dollar Cost Averaging program permits you to systematically transfer a fixed dollar amount on a monthly basis for twelve months from the Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund to an Asset Allocation Model or, if you have elected Lifetime Income Plus 2008 or Payment Optimizer Plus, from the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund to one of the other available Investment Strategy options. The Dollar Cost Averaging method of investment is designed to reduce the risk of making purchases only when the price of units is high, but you should carefully consider your financial ability to continue the program over a long enough period of time to purchase Accumulation Units when their value is low as well as when it is high. Dollar Cost Averaging does not assure a profit or protect against a loss. You may participate in the Defined Dollar Cost Averaging program only if you elect it when you apply for the contract. To use the program, you must transfer at least $100 from the Subaccount (or Designated Subaccount) investing in the GE Investments Funds, Inc. -- Money Market Fund. If elected at application, the Defined Dollar Cost Averaging program will begin 30 days after the Contract Date. You may accelerate the amount you transfer. You may also terminate the program at any time. We will discontinue your participation in the Dollar Cost Averaging program at the first instance of one of the following events: (1) on the business day we receive your request to discontinue the program in writing or by telephone (assuming we have your telephone authorization form on file); (2) when the assets in the Subaccount (or Designated Subaccount) investing in the GE Investments Funds, Inc. -- Money Market Fund are depleted; or (3) at the end of the twelfth month following the Contract Date. Upon termination of the program, any remaining assets in the Subaccount (or Designated Subaccount) investing in the GE Investments Funds, Inc. -- Money Market Fund will be transferred to the specified Asset Allocation Model or Investment Strategy option. There is no additional charge to participate in the Defined Dollar Cost Averaging program. A transfer under this program is not a transfer for purposes of assessing a transfer charge or for calculating the maximum number of transfers we may allow in a calendar year. Any withdrawals taken from your contract while the Defined Dollar Cost Averaging program is in effect will be applied on a pro rata basis from all investments, including the GE Investments Funds, Inc. -- Money Market Fund. If you request a withdrawal from a specific Portfolio, however, we will terminate your Defined Dollar Cost Averaging program and treat the transfer as a transfer for purposes of assessing a transfer charge or for calculating the maximum number of transfers we may allow in a calendar year. We reserve the right to discontinue the Defined Dollar Cost Averaging program or to modify the program at any time and for any reason. 53 Portfolio Rebalancing Program Once your premium payment has been allocated among the Subaccounts, the performance of each Subaccount may cause your allocation to shift. You may instruct us to automatically rebalance on a quarterly, semi-annual, or annual basis your assets among the Subaccounts to return to the percentages specified in your allocation instructions. Your percentage allocations must be in whole percentages. The program does not include allocations to the Guarantee Account. You may elect to participate in the Portfolio Rebalancing program at any time by submitting the completed Portfolio Rebalancing form to our Home Office. You may not participate in the Portfolio Rebalancing program if you have elected Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders and you are allocating assets in accordance with the prescribed Investment Strategy. Subsequent changes to your percentage allocations may be made at any time by written or telephone instructions to the Home Office. Once elected, Portfolio Rebalancing remains in effect from the date we receive your written request until you instruct us to discontinue Portfolio Rebalancing. There is no additional charge for using Portfolio Rebalancing, and we do not consider a Portfolio Rebalancing transfer a transfer for purposes of assessing a transfer charge or calculating the maximum number of transfers permitted in a calendar year via the Internet, telephone or facsimile. We reserve the right to discontinue or modify the Portfolio Rebalancing program at any time and for any reason. We also reserve the right to exclude specific Subaccounts from Portfolio Rebalancing. We will discontinue your participation in Portfolio Rebalancing if: . you elected Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders at the time of application; and . you reset your benefit by reallocating assets in accordance with a prescribed Investment Strategy following a period of allocating assets outside of the prescribed Investment Strategy. We will discontinue your participation as of the Valuation Day the reset occurs. Portfolio Rebalancing does not guarantee a profit or protect against a loss. Guarantee Account Interest Sweep Program You may instruct us to transfer interest earned on your assets in the Guarantee Account (if available) to the Subaccounts to which you are allocating premium payments, in accordance with your allocation instructions in effect on the date of the transfer any time before the Maturity Date. You must specify the frequency of the transfers (either monthly, quarterly, semi-annually or annually). The minimum amount in the Guarantee Account required to elect this option is $1,000, but may be reduced at our discretion. The transfers under this program will take place on the last calendar day of each period. You may participate in the interest sweep program at the same time you participate in either the Dollar Cost Averaging program or the Portfolio Rebalancing program. If any interest sweep transfer is scheduled for the same day as a Portfolio Rebalancing transfer, we will process the interest sweep transfer first. We limit the amount you may transfer from the Guarantee Account to the Subaccounts for any particular allocation. See the "Transfers" provision of this prospectus. We will not process an interest sweep transfer if that transfer would exceed the amount permitted to be transferred. You may cancel your participation in the interest sweep program at any time by writing or calling our Home Office at the address or telephone number listed on page 1 of this prospectus. We will automatically cancel your participation in the program if your assets in the Guarantee Account are less than $1,000 or such lower amount as we may determine. There is no additional charge for the interest sweep program. We do not consider interest sweep transfers a transfer for purposes of assessing a transfer charge or for calculating the maximum number of transfers permitted in a calendar year. The interest sweep program does not assure a profit or protect against a loss. SURRENDERS AND PARTIAL SURRENDERS Surrenders and Partial Surrenders We will allow you to surrender your contract or to partially surrender a portion of your Contract Value at any time before the Maturity Date upon your written request, subject to the conditions discussed below. We will not permit a partial surrender that is less than $100 or a partial surrender which would reduce your Contract Value to less than $1,000. If your partial surrender request would reduce your Contract Value to less than $1,000, we will surrender your contract in full. Different limits and other restrictions may apply to Qualified Contracts. The amount payable on surrender of the contract is the Surrender Value at the end of the Valuation Period during which we receive the request. The Surrender Value equals: (1) the Contract Value (after deduction of any charge for the optional rider(s) and the annual contract charge, if applicable) on the Valuation Day we receive a request for surrender; less 54 (2) any applicable surrender charge; less (3) any applicable premium tax. We may pay the Surrender Value in a lump sum or under one of the Optional Payment Plans specified in the contract, based on your instructions. If you are taking a partial surrender, you may indicate in writing, electronically, or by calling our Home Office, from which Subaccounts or interest rate guarantee periods we are to take your partial surrender. If you do not so specify, we will deduct the amount of the partial surrender first from the Subaccounts (excluding the GIS Subaccount(s) if Guaranteed Income Advantage is elected at the time of application) on a pro rata basis in proportion to your assets allocated to the Separate Account. If you elect the Payment Optimizer Plus or one of the Guaranteed Minimum Withdrawal Benefit for Life Riders and take a partial surrender, we will rebalance Contract Value to the Subaccounts in accordance with the allocation of Contract Value in effect prior to the partial surrender, unless you instruct us otherwise. If, after a partial surrender and such instructions, your Contract Value is not allocated in accordance with the prescribed Investment Strategy, the benefit you receive under the rider may be reduced. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. We will deduct any remaining amount from the Guarantee Account. We will take deductions from the Guarantee Account from the amounts (including any interest credited to such amounts) which have been in the Guarantee Account for the longest period of time. If Guaranteed Income Advantage is elected at the time of application, partial surrenders will then be deducted from the GIS Subaccount(s) from the segment that has been in effect for the shortest period of time. A Portfolio may impose a redemption charge. The charge is retained by or paid to the Portfolio. The charge is not retained by or paid to us. The redemption charge may affect the number and/or value of Accumulation Units withdrawn from the Subaccount that invests in that Portfolio and may affect Contract Value. When taking a partial surrender, any applicable surrender charges and/or applicable premium tax will be taken from the amount surrendered, unless otherwise requested. We will delay making a payment if: (1) the disposal or valuation of the Separate Account's assets is not reasonably practicable because the New York Stock Exchange is closed; (2) on nationally recognized holidays, trading is restricted by the New York Stock Exchange; (3) an emergency exists making the disposal or valuation of securities held in the Separate Account impracticable; or (4) the SEC by order permits postponement of payment to protect our owners. Rules and regulations of the SEC will govern as to when the conditions described in (3) and (4) above exist. If we are closed on days when the New York Stock Exchange is open, Contract Value may be affected since owners will not have access to their account. For contracts issued on or after the later of September 2, 2003, or the date on which state insurance authorities approve applicable contract modifications, partial surrenders from the Subaccounts may further reduce or restrict the amount that may be allocated to the Guarantee Account (see the "Guarantee Account" provision of this prospectus). Please remember that partial surrenders (including partial withdrawals taken pursuant to the terms of Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008) will reduce your death benefit by the proportion that the partial surrender (including any applicable surrender charge and applicable premium tax) reduces your Contract Value. See the "Death of Owner and/or Annuitant" provision of this prospectus. Partial surrenders and surrenders may also be subject to income tax and, if taken prior to age 59 1/2, an additional 10% penalty tax. See the "Tax Matters" provision of this prospectus. Restrictions on Distributions from Certain Contracts Section 830.105 of the Texas Government Code permits participants in the Texas Optional Retirement Program to surrender their interest in a variable annuity contract issued under the Texas Optional Retirement Program only upon: (1) termination of employment in the Texas public institutions of higher education; (2) retirement; (3) death; or (4) the participant's attainment of age 70 1/2. If your contract is issued to a Texas Optional Retirement Program, you must furnish us proof that one of these four events has occurred before we distribute any amounts from your contract. 55 Systematic Withdrawal Program The Systematic Withdrawal program allows you to take Systematic Withdrawals of a specified amount (in equal installments of at least $100) on a monthly, quarterly, semi-annual or annual basis. Your payments can begin at any time after 30 days from the date your contract is issued (unless we allow an earlier date). To participate in the program, your Contract Value initially must be at least $10,000 and you must submit a completed Systematic Withdrawal form to our Home Office. You can obtain the form from an authorized sales representative or our Home Office. Your Systematic Withdrawals in a contract year may not exceed the amount which is not subject to a surrender charge. See the "Surrender Charge" provision of this prospectus. We will deduct the Systematic Withdrawal amounts first from any gain in the contract and then from premiums paid. You may provide specific instructions as to which Subaccounts (excluding the GIS Subaccount(s) if Guaranteed Income Advantage is elected at the time of application) and/or interest rate guarantee periods from which we are to take Systematic Withdrawals. If you have not provided specific instructions, or if your specific instructions cannot be carried out, we will process the withdrawals by cancelling Accumulation Units on a pro-rata basis from all of the Subaccounts (excluding the GIS Subaccount(s) of Guaranteed Income Advantage is elected at the time of application) in which you have an interest. To the extent that your assets in the Separate Account are not sufficient to accomplish this withdrawal, we will take the remaining amount of the withdrawal from any assets you have in the Guarantee Account. We will take deductions from the Guarantee Account from the amounts (including any interest credited to such amounts) that have been in the Guarantee Account for the longest period of time. If Guaranteed Income Advantage is elected at the time of application, any remaining amounts will be taken from the GIS Subaccount(s) from the segment that has been in effect for the shortest period of time. After your Systematic Withdrawals begin, you may change the frequency and/or amount of your payments, subject to the following: . you may request only one such change in a calendar quarter; and . if you did not elect the maximum amount you could withdraw under this program at the time you elected the current series of Systematic Withdrawals, then you may increase the remaining payments up to the maximum amount. A Systematic Withdrawal program will terminate automatically when a Systematic Withdrawal would cause the remaining Contract Value to be less than $1,000. If a Systematic Withdrawal would cause the Contract Value to be less than $1,000, then we will not process that Systematic Withdrawal transaction. If any of your Systematic Withdrawals would be or become less than $100, we reserve the right to reduce the frequency of payments to an interval that would result in each payment being at least $100. You may discontinue Systematic Withdrawals at any time by notifying us in writing at our Home Office or by telephone. You may request that we pay any remaining payments in a lump sum. See the "Requesting Payments" provision of this prospectus. Each Systematic Withdrawal is subject to Federal income taxes on any portion considered gain for tax purposes. In addition, you may be assessed a 10% IRS penalty tax on Systematic Withdrawals if you are under age 59 1/2 at the time of the withdrawal. Both partial surrenders at your specific request and partial surrenders under a Systematic Withdrawal program will count toward the limit of the free amount that you may surrender in any contract year under the free withdrawal privilege. See the "Surrender Charge" provision of this prospectus. Partial surrenders under a Systematic Withdrawal program may also reduce your death benefit. See the "Death of Owner and/or Annuitant" provision of this prospectus. Your Systematic Withdrawal amount could be affected if you take an additional partial surrender. For contracts issued on or after September 2, 2003, or the date on which state insurance authorities approve applicable contract modifications, taking Systematic Withdrawals from the Subaccounts may further reduce or restrict the amount that may be allocated to the Guarantee Account. See the "Guarantee Account" provision of this prospectus. If you elect Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008, surrenders and partial surrenders under a Systematic Withdrawal program may reduce the amount of the guaranteed minimum withdrawal benefit you are eligible to receive under the terms of the rider. See the "Guaranteed Minimum Withdrawal Benefit for Life Riders" provision below. There is no charge for participation in the Systematic Withdrawal program, however, we reserve the right to prohibit participation in Systematic Withdrawal and Dollar Cost Averaging programs at the same time. We also reserve the right to discontinue and/or modify the Systematic Withdrawal program upon 30 days written notice to owners. 56 Guaranteed Minimum Withdrawal Benefit for Life Riders We currently offer two Guaranteed Minimum Withdrawal Benefit for Life Riders under this prospectus: Lifetime Income Plus 2007 and Lifetime Income Plus 2008. Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. We have designed the Guaranteed Minimum Withdrawal Benefit for Life Riders to protect you from outliving your Contract Value by providing for a guaranteed minimum withdrawal benefit that is not affected by the market performance of the Subaccounts in which your assets are allocated. Prior to the Maturity Date, if you meet the conditions of the respective rider, as discussed more fully below, you will be eligible to make withdrawals from your contract over a period of time at least equal to the amount of the premium payments you made to the contract. These Guaranteed Minimum Withdrawal Benefit for Life Riders are discussed in separate sections below. Lifetime Income Plus 2008 Lifetime Income Plus 2008 provides guaranteed withdrawals for the life of the Annuitant(s), at least equal to premium payments, with upside potential, provided you meet certain conditions. First, you must allocate all Contract Value to the prescribed Investment Strategy. You must also limit total Gross Withdrawals in each Benefit Year to an amount no greater than the Withdrawal Limit. Then, you will be eligible to receive total Gross Withdrawals in each Benefit Year equal to the Withdrawal Limit until the last death of an Annuitant. You may purchase Lifetime Income Plus 2008 with or without the Principal Protection Death Benefit. The Principal Protection Death Benefit is a feature available only with Lifetime Income Plus 2008. It cannot be elected separately from Lifetime Income Plus 2008. We assess a charge for the guaranteed minimum withdrawal benefit provided by the rider. If you purchase Lifetime Income Plus 2008 with the Principal Protection Death Benefit, a charge will be assessed for the Principal Protection Death Benefit that is in addition to the charge for the guaranteed minimum withdrawal benefit under the rider. Lifetime Income Plus 2008 and the Principal Protection Death Benefit may not be available in all states or markets. We reserve the right to discontinue offering Lifetime Income Plus 2008 and the Principal Protection Death Benefit at any time and for any reason. If you wish to elect Lifetime Income Plus 2008, with or without the Principal Protection Death Benefit, you must do so at the time of application. Lifetime Income Plus 2008, with or without the Principal Protection Death Benefit, may be purchased with the Annual Step-Up Death Benefit Rider, but not with any of the other death benefit rider options. References to Lifetime Income Plus 2008 include a rider issued with or without the Principal Protection Death Benefit, as applicable, unless stated otherwise. You may terminate this rider without terminating the contract on any contract anniversary on or after the fifth contract anniversary. Investment Strategy for Lifetime Income Plus 2008. In order to receive the full benefit provided by Lifetime Income Plus 2008, you must invest all premium payments and allocations in accordance with a prescribed Investment Strategy. Investment Strategies may change from time to time. You may allocate your assets in accordance with your Investment Strategy prescribed at the time the contract was issued, or in accordance with the Investment Strategy in effect at the time you reset your benefit. Therefore, you may have assets allocated to an Investment Strategy that is different than the Investment Strategy described in this prospectus. Your ability to choose different Investment Strategies is limited, as described below. The Investment Strategy includes Designated Subaccounts and five of the Asset Allocation Models (Asset Allocation Models A, B, C and D and the Build Your Own Asset Allocation Model). Under this Investment Strategy, contract owners may allocate assets to either one of the four available Asset Allocation Models or to one or more Designated Subaccounts or to the Build Your Own Asset Allocation Model. Contract owners, however, may elect to participate in the Defined Dollar Cost Averaging program, which permits the owner to systematically transfer a fixed dollar amount on a monthly basis for twelve months from the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund to one of the available Investment Strategy options. The Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund is only available as part of the Defined Dollar Cost Averaging program. For more information about the Defined Dollar Cost Averaging program, the Asset Allocation Models and the Subaccounts comprising each of the Asset Allocation Models and the Designated Subaccounts, please see the "Defined Dollar Cost Averaging Program," "Subaccounts" and "Asset Allocation Program" provisions of this prospectus. On a monthly basis, we will rebalance your Contract Value to the Subaccounts in accordance with the percentages that you have chosen to invest in the Designated Subaccounts or the Build Your Own Asset Allocation Model or in accordance with the allocations that comprise the applicable Asset Allocation Model. In addition, we will also rebalance your Contract Value on any Valuation Day after any transaction involving a withdrawal, receipt of a premium payment or a transfer of Contract Value, unless you instruct us otherwise. If you are participating in the Defined Dollar Cost Averaging program, 57 rebalancing will not affect the assets allocated to the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund. Your allocation instructions must always comply with the Investment Strategy. Shares of a Portfolio may become unavailable under the contract for new premium payments, transfers and asset rebalancing. As a result, shares of a Portfolio may also become unavailable under your Investment Strategy. Investment Strategies may be modified to respond to such events by removing unavailable Portfolios and adding new Portfolios as appropriate. Because such changes may affect your allocation instructions, you will need to provide updated allocation instructions to comply with the modified Investment Strategy. If you do not provide updated allocation instructions, any subsequent premium payments or transfers requesting payment to an unavailable Portfolio will be considered not in good order. Assets will remain invested as allocated at the time the Portfolio became unavailable, except in a situation where the affected Portfolio is removed. In that case, the assets that were invested in the removed Portfolio will be invested in a new Portfolio consistent with SEC precedent (appropriate no-action relief, substitution order, etc.), unless you are invested in the Build Your Own Asset Allocation Model. If you are invested in the Build Your Own Asset Allocation Model, all of the assets you have invested in the Build Your Own Asset Allocation Model will be moved from the Model to Asset Allocation Model C. Your assets will remain in Asset Allocation Model C, and any subsequent premium payments or transfer requests will be applied accordingly. You will need to provide us with updated allocation instructions if you want to invest in the Build Your Own Asset Allocation Model or another available Investment Strategy option. Periodic rebalancing to unavailable Portfolios will cease until we receive updated allocation instructions that comply with the modified Investment Strategy. The current Investment Strategy is as follows: (1) owners may allocate assets to the following Designated Subaccounts: AllianceBernstein Variable Products Series Fund, Inc. -- AllianceBernstein Balanced Wealth Strategies Portfolio -- Class B; BlackRock Variable Series Funds, Inc. -- BlackRock Global Allocation V.I. Fund -- Class III Shares; Fidelity Variable Insurance Products Fund -- VIP Balanced Portfolio -- Service Class 2; Franklin Templeton Variable Insurance Products Trust -- Franklin Income Securities Fund -- Class 2 Shares; Franklin Templeton Variable Insurance Products Trust -- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares; GE Investments Funds, Inc. -- Total Return Fund -- Class 3 Shares; Janus Aspen Series -- Balanced Portfolio -- Service Shares; MFS(R) Variable Insurance Trust -- MFS(R) Total Return Series -- Service Class Shares; Oppenheimer Variable Account Funds -- Oppenheimer Balanced Fund/VA -- Service Shares; and/or The Universal Institutional Funds, Inc. -- Equity and Income Portfolio -- Class II Shares; OR (2) owners may allocate assets to Asset Allocation Model A, B, C or D. OR (3) owners may allocate assets to the Build Your Own Asset Allocation Model. Effective May 1, 2008, shares of the XTF Advisors Trust -- ETF 60 Portfolio are no longer available under the contract for new premium payments, transfers and asset rebalancing. As a result, shares of the Portfolio are also unavailable under your Investment Strategy. We have removed the Portfolio as a Designated Subaccount in the Investment Strategy. Because this change may affect your allocation instructions, you will need to provide updated allocation instructions to comply with the modified Investment Strategy. If you do not provide updated allocation instructions, any subsequent premium payments or transfers requesting payment to the Portfolio will be considered not in good order. Contract owners may elect to participate in the Defined Dollar Cost Averaging program when they apply for the contract. Defined Dollar Cost Averaging permits the owner to systematically transfer a fixed dollar amount on a monthly basis for twelve months from the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund to one of the available Investment Strategy options. The Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund is only available as part of the Defined Dollar Cost Averaging program. Withdrawal Limit. The Withdrawal Limit is calculated on each Valuation Day. The Withdrawal Limit is the benefit base multiplied by the Withdrawal Factor. On each Valuation Day, the benefit base is the greatest of the Contract Value on the prior 58 contract anniversary, the Withdrawal Base, and the Roll-Up Value. The Withdrawal Factor is established based on the age of the younger Annuitant on the earlier of the Valuation Day of the first Gross Withdrawal and the Valuation Day when the Contract Value is reduced to $100. The Withdrawal Factor percentages will be provided in your contract. Withdrawal Base. Your initial Withdrawal Base is equal to your initial premium payment received and is adjusted when any subsequent premium payment is received, as described in the "Premium Payments" provision. It may also change as a result of a withdrawal or reset, as described below. Roll-Up Value. Your initial Roll-Up Value is equal to your initial premium payment received. We will increase your Roll-Up Value on each day. The new Roll-Up Value is equal to the sum of (a) and (b), multiplied by (c), where: (a) is the Roll-Up Value on the prior day; (b) is any premium payment(s) made on the prior Valuation Day; and (c) is the daily roll-up factor, as shown in your contract. On each contract anniversary, if the Withdrawal Base is greater than the current Roll-Up Value, the Roll-Up Value will be increased to the Withdrawal Base. The Roll-Up Value will continue to increase until the date of the first withdrawal or the later of the tenth anniversary of the Contract Date and the date the older Annuitant turns age 65. The Roll-Up Value will not increase after this date. On any Valuation Day you make a Gross Withdrawal, if that Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Roll-Up Value will be reduced to zero. The Roll-Up Value will not increase after this date. When requesting an excess withdrawal, you will be asked if you understand the implications of the excess withdrawal and if you would like to proceed with the request. Premium Payments. Any premium payment applied to your contract will be added to your Withdrawal Base and your Principal Protection Death Benefit (if applicable), and may be added to your Roll-Up Value as described in the "Roll-Up Value" provision above. Please note that we do not consider Bonus Credits as "premium payments" for purposes of the contract and this rider. Therefore, any applicable Bonus Credit will not be included in the Withdrawal Base, Principal Protection Death Benefit or Roll Up Value, if applicable. You will have to reset your benefit under the terms of the rider to capture the Bonus Credit or any related earnings in the Withdrawal Base. You must allocate all assets to the prescribed Investment Strategy. Important Note. We reserve the right to not adjust the Withdrawal Base, Principal Protection Death Benefit (if applicable), and/or Roll-Up Value for any subsequent premium payments received. As a result, it is possible that you would not be able to make subsequent premium payments after the initial premium payment to take advantage of the benefits provided by Lifetime Income Plus 2008 that would be associated with such additional premium payments. For example, since the Withdrawal Base would not be adjusted for such subsequent premium payments, you would not be guaranteed to be eligible to make withdrawals from your contract over a period of time at least equal to the amount of such premium payments. In addition, if you make premium payments that are not included in the calculation of your Withdrawal Base, Principal Protection Death Benefit (if applicable) or Roll-Up Value, you will pay higher rider charges to the extent that the premium payments increase the Contract Value and, in turn, increase the benefit base and/or the value of the Principal Protection Death Benefit, upon which such charges are imposed. Also, to the extent your Contract Value is increased by such premium payments, you are less likely to realize any benefit under Lifetime Income Plus 2008, because it is less likely that your Contract Value will be less than the Withdrawal Base or Roll-Up Value. Bonus Credits will have a similar effect on your contract because they increase Contract Value but do not adjust the Withdrawal Base, Principal Protection Death Benefit or Roll Up Value when they are applied to the contract. Before making premium payments that do not increase the Withdrawal Base, Principal Protection Death Benefit (if applicable) or Roll-Up Value, you should consider that: (i) the guaranteed amounts provided by the Withdrawal Base, Principal Protection Death Benefit (if applicable) and Roll-Up Value will not include such premium payments or Bonus Credits; (ii) any such premium payments or Bonus Credits make it less likely that you will receive a benefit in the form of an additional amount even if your Contract Value has declined; and (iii) this rider may not make sense for you if you intend to make premium payments that will not increase the Withdrawal Base, Principal Protection Death Benefit (if applicable) and Roll-Up Value. Reset of the Benefit. You may reset your Withdrawal Base on an annual anniversary of the Contract Date when your Contract Value is higher than the Withdrawal Base. If such contract anniversary is not a Valuation Day, the reset will occur on the next Valuation Day. On the Valuation Day you reset your benefit, we will reset the Investment Strategy to the current Investment Strategy and reset the charges for this rider. For Lifetime Income Plus without the Principal Protection Death Benefit, the new charges, which may be higher than your previous charges, will never exceed 2.00% of the benefit base. For Lifetime Income Plus with the Principal Protection Death 59 Benefit, the new charges, which may be higher than your previous charges, will never exceed 2.00% of the benefit base plus 0.50% of the value of the Principal Protection Death Benefit. The reset date must be at least 12 months after the later of the Contract Date and the last reset date. Resets will occur automatically unless such automatic resets are or have been terminated. Any change to the charges or to the required Investment Strategy for this rider will be communicated to you in writing prior to the contract anniversary date. Upon reset, these changes will apply. The reset provision is not available on or after the latest permitted Maturity Date. Automatic resets will continue until and unless: (a) the owner (or owners) submits a written request to our Home Office to terminate automatic resets (such a request must be received at least 15 days prior to the contract anniversary date); (b) the Investment Strategy changes, allocations are affected, and we do not receive confirmation of new allocations from you at our Home Office; (c) income payments begin via annuitization; or (d) ownership of the contract changes. If automatic resets have terminated, you may later reinstate automatic resets for any future contract anniversary by submitting a written request to do so; provided you are following the Investment Strategy and income payments have not begun. Please note that an automatic reset will occur on a contract anniversary if Contract Value is even nominally higher than the Withdrawal Base (e.g., as little as $1.00 higher) and, therefore, an automatic reset may not be in your best interest because: (i) the charges for this rider may be higher than your previous charges and (ii) the Investment Strategy will be reset to the current Investment Strategy (the Investment Strategy offered on the reset date). Please carefully consider the impact of automatic resets when you elect Lifetime Income Plus 2008 and while the rider is in effect. Impact of Withdrawals. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Withdrawal Base, Principal Protection Death Benefit (if applicable) and Roll-Up Value are reduced. The new Withdrawal Base equals the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Withdrawal Base minus the Gross Withdrawal. The new Principal Protection Death Benefit (if applicable) equals the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Principal Protection Death Benefit minus the Gross Withdrawal. The new Roll-Up Value will be zero. Additional premium payments will not increase the Roll-Up Value. If the total Gross Withdrawals in a Benefit Year are less than or equal to the Withdrawal Limit, we will waive any surrender charge on the Gross Withdrawal. The Withdrawal Limit will be increased for any Benefit Year to the extent necessary to meet any minimum distribution requirements under federal tax law. This increase applies only to the required minimum distribution based on the Contract Value for the calendar year ending within the Benefit Year. You should carefully manage withdrawals because excess withdrawals will have adverse consequences on the benefits provided under Lifetime Income Plus 2008, particularly in down markets. Over the period of time during which you take withdrawals, there is the risk that you may need funds in excess of the Withdrawal Limit and, if you do not have other sources of income available, you may need to take (excess) withdrawals that will reduce your Withdrawal Base (and, consequently, your Withdrawal Limit), the Principal Protection Death Benefit (if applicable), and your Roll-Up Value. You also should carefully consider when to begin taking withdrawals if you elected Lifetime Income Plus 2008. The longer you wait before beginning to take withdrawals, the higher the Withdrawal Factor will be, which is one of the components used to determine the amount of your Withdrawal Limit. If you delay taking withdrawals too long, however, you may limit the number of years available for you to take withdrawals in the future (due to life expectancy) and you may be paying for a benefit you are not using. Your Contract Value after taking a withdrawal may be less than the amount required to keep your contract in effect. In this event, or if your Contract Value is reduced to $100, the following will occur: . If the Withdrawal Limit is less than $100, we will pay you the greatest of the following: (a) the Contract Value; (b) a lump sum equal to the present value of future lifetime payments in the amount of the Withdrawal Limit calculated using the 2000 Annuity Mortality Table and an interest rate of 3%; and 60 (c) the Principal Protection Death Benefit (if applicable). . If the Withdrawal Limit is greater than $100, we will begin income payments. We will make payments of a fixed amount for the life of the Annuitant or, if there are Joint Annuitants, the last surviving Annuitant. The fixed amount payable annually will equal the most recently calculated Withdrawal Limit. We will make payments monthly or on another periodic basis agreed by us. If the monthly amount is less than $100, we will reduce the frequency so that the payment will be at least $100. The Principal Protection Death Benefit (if applicable) will continue under this provision. The Principal Protection Death Benefit will be reduced by each payment. The Principal Protection Death Benefit, if any, will be payable on the death of the last surviving Annuitant. Principal Protection Death Benefit. You may purchase Lifetime Income Plus 2008 with the Principal Protection Death Benefit. The Principal Protection Death Benefit is a feature available only with Lifetime Income Plus 2008. It cannot be elected separately from Lifetime Income Plus 2008. The Principal Protection Death Benefit is used to determine the death benefit, if any, payable under the contract and rider as described in the "Death Provisions" section below. The Principal Protection Death Benefit on the Contract Date is equal to the initial premium payment. Premium payments in a Benefit Year increase the Principal Protection Death Benefit. Gross Withdrawals in a Benefit Year decrease the Principal Protection Death Benefit. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is less than or equal to the Withdrawal Limit, the Principal Protection Death Benefit will be reduced by the Gross Withdrawal. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Principal Protection Death Benefit will equal the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Principal Protection Death Benefit minus the Gross Withdrawal. Death Provisions. At the death of the last surviving Annuitant, a death benefit may be payable under this contract and rider. The amount of any death benefit payable will be the greatest of (a), (b) and (c), where: (a) is the death benefit as calculated under the base contract; (b) is the Principal Protection Death Benefit (if applicable); and (c) is any amount payable by any other optional death benefit rider (if applicable). The death benefit payable will be paid according to the distribution rules under the contract. If the designated beneficiary is a surviving spouse who is not an Annuitant, whose age is 45 through 85, and who elects to continue the contract as the new owner, this rider will continue. The Withdrawal Base and Roll-Up Value for the new owner will be the death benefit determined as of the first Valuation Day we receive at our Home Office due proof of death and all required forms. The Withdrawal Factor for the new owner will be based on the age of that owner on the date of the first Gross Withdrawal for that owner. If the designated beneficiary is a surviving spouse who is an Annuitant and who elects to continue the contract as the owner, this rider will continue. The Withdrawal Base and Roll-Up Value will be the same as it was under the contract for the deceased owner. If no withdrawals were taken prior to the first Valuation Day we receive due proof of death and all required forms at our Home Office, the Withdrawal Factor for the surviving spouse will be established based on the attained age of the surviving spouse on the date of the first Gross Withdrawal for the surviving spouse. Otherwise, the Withdrawal Factor will continue as it was under the contract for the deceased owner. If the surviving spouse cannot continue the rider, the rider and the rider charges will terminate. The charges for this rider will be calculated, pro rata, and deducted. Proceeds that were transferred to the GE Investments Funds, Inc. -- Money Market Fund upon the death of the owner will be reallocated to the Investment Strategy and the asset percentages then in effect at the time of the death of the owner. Such reallocations will not be counted as a transfer for the purpose of the number of transfers allowed under the contract in a calendar year. Considerations. While the rider is designed to provide life-time withdrawal benefits and the return of premium payments, these benefits are only guaranteed to the extent you comply with the limits, conditions and restrictions set forth in the contract. There can be no assurance that you will receive more than a return of premium payments. Rider Charge. We assess a charge for the guaranteed minimum withdrawal benefit provided by the rider. The charge for the guaranteed minimum withdrawal benefit is calculated quarterly as a percentage of the benefit base, as defined and determined under the rider, and deducted quarterly from the Contract Value. Please note that, if your benefit base increases, the amount deducted from your Contract Value will increase. 61 If you purchase Lifetime Income Plus 2008 with the Principal Protection Death Benefit, a charge will be assessed for the Principal Protection Death Benefit that is in addition to the charge for the guaranteed minimum withdrawal benefit under the rider. The charge for the Principal Protection Death Benefit is calculated quarterly as a percentage of the value of the Principal Protection Death Benefit, as defined and determined under the rider, and deducted quarterly from the Contract Value. Please note that, if the value of the Principal Protection Death Benefit increases through additional premium payments, the amount deducted from your Contract Value will increase. The charge for the Principal Protection Death Benefit is higher if any annuitant is age 71 or older at the time of application. We also apply different charges for the rider for a contract that is a single Annuitant contract and a contract that is a Joint Annuitant contract. Once a contract is a Joint Annuitant contract and the Joint Annuitant rider charge is applied, the Joint Annuitant rider charge will continue while the rider is in effect. If a spouse is added as Joint Annuitant after the contract is issued, new charges may apply. These new charges may be higher than the charges previously applicable to your contract. If you reset your benefits under the rider, we will reset the charges for the rider, which may be higher than your previous charges. We currently assess the following charges for the rider, calculated and deducted as described above: Lifetime Income Plus 2008 without the Principal Protection Death Benefit - ------------------------------------------------------------------------ Single Annuitant Contract 0.75% of benefit base - ------------------------------------------------------------------------ Joint Annuitant Contract 0.85% of benefit base - ------------------------------------------------------------------------ Lifetime Income Plus 2008 with the Principal Protection Death Benefit -- Annuitant Age 45-70 - ------------------------------------------------------------------------ Single Annuitant Contract 0.75% of benefit base plus 0.15% of value of Principal Protection Death Benefit - ------------------------------------------------------------------------ Joint Annuitant Contract 0.85% of benefit base plus 0.15% of value of Principal Protection Death Benefit - ------------------------------------------------------------------------ Lifetime Income Plus 2008 with the Principal Protection Death Benefit -- Annuitant Age 71-85 - ------------------------------------------------------------------------ Single Annuitant Contract 0.75% of benefit base plus 0.40% of value of Principal Protection Death Benefit -------------------------------------------------------------- Joint Annuitant Contract 0.85% of benefit base plus 0.40% of value of Principal Protection Death Benefit - ------------------------------------------------------------------------
The charges for Lifetime Income Plus 2008 without the Principal Protection Death Benefit will never exceed 2.00% of benefit base. The charges for Lifetime Income Plus 2008 with the Principal Protection Death Benefit will never exceed 2.00% of benefit base plus 0.50% of the value of the Principal Protection Death Benefit. On the day the rider and/or the contract terminates, the charges for this rider will be calculated, pro rata, and deducted. Please note that you will begin paying the rider charge (including the applicable charge associated with the Principal Protection Death Benefit if you have elected that option) as of the date the rider takes effect, even if you do not begin taking withdrawals under the rider for many years, or ever. We will not refund the charges you have paid under the rider if you never choose to take withdrawals and/or if you never receive any payments under the rider; nor will we refund charges if the Principal Protection Death Benefit feature under a contract does not pay out. When the Rider is Effective If available, Lifetime Income Plus 2008 and the Principal Protection Death Benefit must be elected at application. The rider will remain in effect while the contract is in force and before the Maturity Date. You may terminate this rider (without terminating the contract) on any contract anniversary on or after the 5th contract anniversary. Otherwise this rider and the corresponding charges will terminate on the Maturity Date. At any time before the Maturity Date, you can elect to annuitize under current annuity rates in lieu of continuing Lifetime Income Plus 2008. This may provide a higher income amount and/or more favorable tax treatment than payments made under this rider. Change of Ownership We must approve any assignment or sale of this contract unless the assignment is a court ordered assignment. General Provisions For purposes of this rider: . A non-natural entity owner must name an Annuitant and may name the Annuitant's spouse as a Joint Annuitant. . An individual owner must also be an Annuitant and may name his or her spouse as a Joint Annuitant at issue. . A joint owner must be the owner's spouse. . If you marry after issue, you may add your spouse as a joint owner and Joint Annuitant or as a Joint Annuitant only, subject to our approval. 62 Examples The following examples show how Lifetime Income Plus 2008 works based on hypothetical values. The examples are for illustrative purposes only and are not intended to depict investment performance of the contract and, therefore, should not be relied upon in making a decision to invest in the rider or contract. The examples assume current rider charges for all periods shown. If an owner resets the benefits under the rider, we reset the charges for the rider, which may be higher than the previous charges. Higher rider charges would produce lower values in the examples. This example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000 and elects Lifetime Income Plus 2008 without the Principal Protection Death Benefit; (2) the owner makes no additional premium payments; (3) the owner is age 52 at issue, waits 13 years to take a withdrawal, and has a Withdrawal Factor of 5.5%; (4) the Roll-Up Value increases until age 65; (5) the contract earns a net return of -2%, before rider charges are deducted; (6) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the benefit base) for the rest of the owner's life; (7) The Withdrawal Base is reset annually on the contract anniversary; and (8) the owner dies upon reaching age 90.
Contract Value - Withdrawals End of Year - Withdrawal Roll-Up Death Age - Contract Value - Taken - After Rider Base - Value - Benefit Base - Benefit - End of Year Beginning of Year End of Year Charges End of Year End of Year End of Year End of Year - ------------------------------------------------------------------------------------------------------------- 53 $105,000 -- $102,128 $100,000 $106,000 $106,000 $102,128 54 102,128 -- 99,267 102,128 112,360 112,360 100,000 55 99,267 -- 96,414 102,128 119,102 119,102 100,000 56 96,414 -- 93,566 102,128 126,248 126,248 100,000 57 93,566 -- 90,720 102,128 133,823 133,823 100,000 58 90,720 -- 87,872 102,128 141,852 141,852 100,000 59 87,872 -- 85,020 102,128 150,363 150,363 100,000 60 85,020 -- 82,158 102,128 159,385 159,385 100,000 61 82,158 -- 79,284 102,128 168,948 168,948 100,000 62 79,284 -- 76,394 102,128 179,085 179,085 100,000 63 76,394 -- 73,483 102,128 189,830 189,830 100,000 64 73,483 -- 70,548 102,128 201,220 201,220 100,000 65 70,548 $11,731 55,852 102,128 213,293 213,293 82,744 66 55,852 11,731 41,417 102,128 213,293 213,293 64,617 67 41,417 11,731 27,269 102,128 213,293 213,293 45,378 68 27,269 11,731 13,405 102,128 213,293 213,293 24,532 69 13,405 11,731 -- 102,128 213,293 213,293 448 70 -- 11,731 -- 102,128 213,293 213,293 -- 71 -- 11,731 -- 102,128 213,293 213,293 -- 72 -- 11,731 -- 102,128 213,293 213,293 -- 73 -- 11,731 -- 102,128 213,293 213,293 -- 74 -- 11,731 -- 102,128 213,293 213,293 -- 75 -- 11,731 -- 102,128 213,293 213,293 -- 76 -- 11,731 -- 102,128 213,293 213,293 -- 77 -- 11,731 -- 102,128 213,293 213,293 -- 78 -- 11,731 -- 102,128 213,293 213,293 -- 79 -- 11,731 -- 102,128 213,293 213,293 -- 80 -- 11,731 -- 102,128 213,293 213,293 -- 81 -- 11,731 -- 102,128 213,293 213,293 -- 82 -- 11,731 -- 102,128 213,293 213,293 -- 83 -- 11,731 -- 102,128 213,293 213,293 -- 84 -- 11,731 -- 102,128 213,293 213,293 -- 85 -- 11,731 -- 102,128 213,293 213,293 -- 86 -- 11,731 -- 102,128 213,293 213,293 -- 87 -- 11,731 -- 102,128 213,293 213,293 -- 88 -- 11,731 -- 102,128 213,293 213,293 -- 89 -- 11,731 -- 102,128 213,293 213,293 -- 90 -- 11,731 -- 102,128 213,293 213,293 -- - -------------------------------------------------------------------------------------------------------------
63 This example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000 and elects Lifetime Income Plus 2008 with the Principal Protection Death Benefit; (2) the owner makes no additional premium payments; (3) the owner is age 52 at issue, waits 13 years to take a withdrawal, and has a Withdrawal Factor of 5.5%; (4) the Roll-Up Value increases until age 65; (5) the contract earns a net return of -2%, before rider charges are deducted; (6) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the benefit base) for the rest of the owner's life; (7) The Withdrawal Base is reset annually on the contract anniversary; and (8) the owner dies upon reaching age 90.
Contract Value - Withdrawals End of Year - Withdrawal Roll-Up Death Age - Contract Value - Taken - After Rider Base - Value - Benefit Base - Benefit - End of Year Beginning of Year End of Year Charges End of Year End of Year End of Year End of Year - ------------------------------------------------------------------------------------------------------------- 53 $105,000 -- $101,979 $100,000 $106,000 $106,000 $101,979 54 101,979 -- 98,972 101,979 112,360 112,360 100,000 55 98,972 -- 95,976 101,979 119,102 119,102 100,000 56 95,976 -- 92,988 101,979 126,248 126,248 100,000 57 92,988 -- 90,005 101,979 133,823 133,823 100,000 58 90,005 -- 87,023 101,979 141,852 141,852 100,000 59 87,023 -- 84,038 101,979 150,363 150,363 100,000 60 84,038 -- 81,047 101,979 159,385 159,385 100,000 61 81,047 -- 78,047 101,979 168,948 168,948 100,000 62 78,047 -- 75,032 101,979 179,085 179,085 100,000 63 75,032 -- 72,000 101,979 189,830 189,830 100,000 64 72,000 -- 68,946 101,979 201,220 201,220 100,000 65 68,946 $11,731 54,137 101,979 213,293 213,293 88,269 66 54,137 11,731 39,609 101,979 213,293 213,293 76,538 67 39,609 11,731 25,388 101,979 213,293 213,293 64,807 68 25,388 11,731 11,470 101,979 213,293 213,293 53,076 69 11,470 11,731 -- 101,979 213,293 213,293 41,344 70 -- 11,731 -- 101,979 213,293 213,293 29,613 71 -- 11,731 -- 101,979 213,293 213,293 17,882 72 -- 11,731 -- 101,979 213,293 213,293 6,151 73 -- 11,731 -- 101,979 213,293 213,293 -- 74 -- 11,731 -- 101,979 213,293 213,293 -- 75 -- 11,731 -- 101,979 213,293 213,293 -- 76 -- 11,731 -- 101,979 213,293 213,293 -- 77 -- 11,731 -- 101,979 213,293 213,293 -- 78 -- 11,731 -- 101,979 213,293 213,293 -- 79 -- 11,731 -- 101,979 213,293 213,293 -- 80 -- 11,731 -- 101,979 213,293 213,293 -- 81 -- 11,731 -- 101,979 213,293 213,293 -- 82 -- 11,731 -- 101,979 213,293 213,293 -- 83 -- 11,731 -- 101,979 213,293 213,293 -- 84 -- 11,731 -- 101,979 213,293 213,293 -- 85 -- 11,731 -- 101,979 213,293 213,293 -- 86 -- 11,731 -- 101,979 213,293 213,293 -- 87 -- 11,731 -- 101,979 213,293 213,293 -- 88 -- 11,731 -- 101,979 213,293 213,293 -- 89 -- 11,731 -- 101,979 213,293 213,293 -- 90 -- 11,731 -- 101,979 213,293 213,293 -- - -------------------------------------------------------------------------------------------------------------
64 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000 and elects Lifetime Income Plus 2008 without the Principal Protection Death Benefit; (2) the owner makes no additional premium payments; (3) the owner is age 72 at issue, waits 10 years to take a withdrawal, and has a Withdrawal Factor of 7%; (4) the Roll-Up Value increases for 10 years; (5) the contract earns a net return of -2%, before rider charges are deducted; (6) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the benefit base) for the rest of the owner's life; (7) The Withdrawal Base is reset annually on the contract anniversary; and (8) the owner dies upon reaching age 90.
Contract Value - Withdrawals End of Year - Withdrawal Roll-Up Death Age - Contract Value - Taken - After Rider Base - Value - Benefit Base - Benefit - End of Year Beginning of Year End of Year Charges End of Year End of Year End of Year End of Year - ------------------------------------------------------------------------------------------------------------- 73 $105,000 -- $102,128 $100,000 $106,000 $106,000 $102,128 74 102,128 -- 99,267 102,128 112,360 112,360 100,000 75 99,267 -- 96,414 102,128 119,102 119,102 100,000 76 96,414 -- 93,566 102,128 126,248 126,248 100,000 77 93,566 -- 90,720 102,128 133,823 133,823 100,000 78 90,720 -- 87,872 102,128 141,852 141,852 100,000 79 87,872 -- 85,020 102,128 150,363 150,363 100,000 80 85,020 -- 82,158 102,128 159,385 159,385 100,000 81 82,158 -- 79,284 102,128 168,948 168,948 100,000 82 79,284 $12,536 63,858 102,128 179,085 179,085 83,662 83 63,858 12,536 48,712 102,128 179,085 179,085 66,632 84 48,712 12,536 33,869 102,128 179,085 179,085 48,761 85 33,869 12,536 19,323 102,128 179,085 179,085 29,774 86 19,323 12,536 5,042 102,128 179,085 179,085 8,968 87 5,042 12,536 -- 102,128 179,085 179,085 -- 88 -- 12,536 -- 102,128 179,085 179,085 -- 89 -- 12,536 -- 102,128 179,085 179,085 -- 90 -- 12,536 -- 102,128 179,085 179,085 -- - -------------------------------------------------------------------------------------------------------------
65 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000 and elects Lifetime Income Plus 2008 with the Principal Protection Death Benefit; (2) the owner makes no additional premium payments; (3) the owner is age 72 at issue, waits 10 years to take a withdrawal, and has a Withdrawal Factor of 7%; (4) the Roll-Up Value increases for 10 years; (5) the contract earns a net return of -2%, before rider charges are deducted; (6) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the benefit base) for the rest of the owner's life; (7) The Withdrawal Base is reset annually on the contract anniversary; and (8) the owner dies upon reaching age 90.
Contract Value - Withdrawals End of Year - Withdrawal Roll-Up Death Age - Contract Value - Taken - After Rider Base - Value - Benefit Base - Benefit - End of Year Beginning of Year End of Year Charges End of Year End of Year End of Year End of Year - ------------------------------------------------------------------------------------------------------------- 73 $105,000 -- $101,979 $100,000 $106,000 $106,000 $101,979 74 101,979 -- 98,972 101,979 112,360 112,360 100,000 75 98,972 -- 95,976 101,979 119,102 119,102 100,000 76 95,976 -- 92,988 101,979 126,248 126,248 100,000 77 92,988 -- 90,005 101,979 133,823 133,823 100,000 78 90,005 -- 87,023 101,979 141,852 141,852 100,000 79 87,023 -- 84,038 101,979 150,363 150,363 100,000 80 84,038 -- 81,047 101,979 159,385 159,385 100,000 81 81,047 -- 78,047 101,979 168,948 168,948 100,000 82 78,047 $12,536 62,501 101,979 179,085 179,085 87,464 83 62,501 12,536 47,257 101,979 179,085 179,085 74,928 84 47,257 12,536 32,336 101,979 179,085 179,085 62,392 85 32,336 12,536 17,732 101,979 179,085 179,085 49,856 86 17,732 12,536 3,414 101,979 179,085 179,085 37,320 87 3,414 12,536 -- 101,979 179,085 179,085 24,784 88 -- 12,536 -- 101,979 179,085 179,085 12,248 89 -- 12,536 -- 101,979 179,085 179,085 -- 90 -- 12,536 -- 101,979 179,085 179,085 -- - -------------------------------------------------------------------------------------------------------------
66 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000 and elects Lifetime Income Plus 2008 without the Principal Protection Death Benefit; (2) the owner makes no additional premium payments; (3) the owner is age 65 at issue and has a Withdrawal Factor of 5.5%; (4) the Roll-Up Value increases for 1 year; (5) the contract earns a net return of 8%, before rider charges are deducted; (6) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the benefit base) for the rest of the owner's life; (7) the Withdrawal Base is reset annually on the contract anniversary; and (8) the owner dies upon reaching age 90.
Contract Value - Withdrawals End of Year - Withdrawal Roll-Up Death Age - Contract Value - Taken - After Rider Base - Value - Benefit Base - Benefit - End of Year Beginning of Year End of Year Charges End of Year End of Year End of Year End of Year - ------------------------------------------------------------------------------------------------------------- 66 $105,000 $5,830 $106,769 $100,000 $106,000 $106,000 $106,769 67 106,769 5,872 108,614 106,769 106,000 106,769 108,614 68 108,614 5,974 110,491 108,614 106,000 108,614 110,491 69 110,491 6,077 112,400 110,491 106,000 110,491 112,400 70 112,400 6,182 114,342 112,400 106,000 112,400 114,342 71 114,342 6,289 116,318 114,342 106,000 114,342 116,318 72 116,318 6,397 118,328 116,318 106,000 116,318 118,328 73 118,328 6,508 120,372 118,328 106,000 118,328 120,372 74 120,372 6,620 122,452 120,372 106,000 120,372 122,452 75 122,452 6,735 124,568 122,452 106,000 122,452 124,568 76 124,568 6,851 126,720 124,568 106,000 124,568 126,720 77 126,720 6,970 128,910 126,720 106,000 126,720 128,910 78 128,910 7,090 131,137 128,910 106,000 128,910 131,137 79 131,137 7,213 133,403 131,137 106,000 131,137 133,403 80 133,403 7,337 135,708 133,403 106,000 133,403 135,708 81 135,708 7,464 138,053 135,708 106,000 135,708 138,053 82 138,053 7,593 140,438 138,053 106,000 138,053 140,438 83 140,438 7,724 142,865 140,438 106,000 140,438 142,865 84 142,865 7,858 145,333 142,865 106,000 142,865 145,333 85 145,333 7,993 147,844 145,333 106,000 145,333 147,844 86 147,844 8,131 150,399 147,844 106,000 147,844 150,399 87 150,399 8,272 152,998 150,399 106,000 150,399 152,998 88 152,998 8,415 155,641 152,998 106,000 152,998 155,641 89 155,641 8,560 158,331 155,641 106,000 155,641 158,331 90 158,331 8,708 161,066 158,331 106,000 158,331 161,066 - -------------------------------------------------------------------------------------------------------------
67 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000 and elects Lifetime Income Plus 2008 with the Principal Protection Death Benefit; (2) the owner makes no additional premium payments; (3) the owner is age 65 at issue and has a Withdrawal Factor of 5.5%; (4) the Roll-Up Value increases for 1 year; (5) the contract earns a net return of 8%, before rider charges are deducted; (6) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the benefit base) for the rest of the owner's life; (7) the Withdrawal Base is reset annually on the contract anniversary; and (8) the owner dies upon reaching age 90.
Contract Value - Withdrawals End of Year - Withdrawal Roll-Up Death Age - Contract Value - Taken - After Rider Base - Value - Benefit Base - Benefit - End of Year Beginning of Year End of Year Charges End of Year End of Year End of Year End of Year - ------------------------------------------------------------------------------------------------------------- 66 $105,000 $5,830 $106,617 $100,000 $106,000 $106,000 $106,617 67 106,617 5,864 108,316 106,617 106,000 106,617 108,316 68 108,316 5,957 110,054 108,316 106,000 108,316 110,054 69 110,054 6,053 111,830 110,054 106,000 110,054 111,830 70 111,830 6,151 113,647 111,830 106,000 111,830 113,647 71 113,647 6,251 115,505 113,647 106,000 113,647 115,505 72 115,505 6,353 117,404 115,505 106,000 115,505 117,404 73 117,404 6,457 119,346 117,404 106,000 117,404 119,346 74 119,346 6,564 121,332 119,346 106,000 119,346 121,332 75 121,332 6,673 123,362 121,332 106,000 121,332 123,362 76 123,362 6,785 125,438 123,362 106,000 123,362 125,438 77 125,438 6,899 127,560 125,438 106,000 125,438 127,560 78 127,560 7,016 129,729 127,560 106,000 127,560 129,729 79 129,729 7,135 131,947 129,729 106,000 129,729 131,947 80 131,947 7,257 134,214 131,947 106,000 131,947 134,214 81 134,214 7,382 136,530 134,214 106,000 134,214 136,530 82 136,530 7,509 138,889 136,530 106,000 136,530 138,889 83 138,889 7,639 141,289 138,889 106,000 138,889 141,289 84 141,289 7,771 143,730 141,289 106,000 141,289 143,730 85 143,730 7,905 146,213 143,730 106,000 143,730 146,213 86 146,213 8,042 148,740 146,213 106,000 146,213 148,740 87 148,740 8,181 151,310 148,740 106,000 148,740 151,310 88 151,310 8,322 153,924 151,310 106,000 151,310 153,924 89 153,924 8,466 156,584 153,924 106,000 153,924 156,584 90 156,584 8,612 159,289 156,584 106,000 156,584 159,289 - -------------------------------------------------------------------------------------------------------------
68 Lifetime Income Plus 2007 Lifetime Income Plus 2007 may not be available in all states and markets. We reserve the right to discontinue offering the rider at any time and for any reason. If you wish to elect the rider, you must do so at the time of application. Lifetime Income Plus 2007 may be elected with the Annual Step-Up Death Benefit Rider but not with any of the other death benefit rider options. Lifetime Income Plus 2007 provides guaranteed withdrawals for the life of the Annuitant(s), at least equal to premium payments, with upside potential, provided you meet certain conditions. If you: . allocate all Contract Value to the prescribed Investment Strategy; and . limit total Gross Withdrawals in each Benefit Year to an amount no greater than the Withdrawal Limit; then you will be eligible to receive total Gross Withdrawals in each Benefit Year equal to the Withdrawal Limit until the last death of an Annuitant. For important information about the Investment Strategy, please see the "Investment Strategy for the Guaranteed Minimum Withdrawal Benefit for Life Riders" provision below. Withdrawal Limit. The Withdrawal Limit is calculated on each Valuation Day. The Withdrawal Limit is (a) multiplied by (b) where: (a) is the greatest of: (1) the Contract Value on the prior contract anniversary; (2) the Withdrawal Base; and (3) the Roll-Up Value; and (b) is the Withdrawal Factor. The Withdrawal Base and the Roll-Up Value are amounts used to calculate and establish the Withdrawal Limit. The Withdrawal Factor is established based on the age of the younger Annuitant on the earlier of the Valuation Day of the first Gross Withdrawal and the Valuation Day when the Contract Value is reduced to $100. Withdrawal Base. Your initial Withdrawal Base is equal to your initial premium payment received and is adjusted when any subsequent premium payment is received, as described in the "Premium Payments" provision. Roll-Up Value. Your initial Roll-Up Value is equal to your initial premium payment received. On each Valuation Day your Roll-Up Value will be adjusted. The new Roll-Up Value will equal (a) plus (b) plus (c), where: (a) is the Roll-Up Value on the prior Valuation Day; (b) is any premium payment made on the current Valuation Day; (c) is the daily roll-up rate, as shown in your contract, multiplied by the cumulative premium payments. The Roll-Up Value will continue to increase until the earlier of (i) the "last roll-up date" or (ii) the date of the first withdrawal. The "last roll-up date" is the later of the fifth contract anniversary or the first contract anniversary on or after the day the older Annuitant turns 70 years old. On the last roll-up date or the date of the first withdrawal, whichever comes first, the Roll-Up Value will equal the Roll-Up Value on the prior Valuation Day. After this date, additional premium payments will not increase the Roll-Up Value. On any Valuation Day you make a Gross Withdrawal, if that Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Roll-Up Value will be reduced to zero. After this date, additional premium payments will not increase the Roll-Up Value. Premium Payments. Any premium payment applied to your contract will adjust your Withdrawal Base and your Rider Death Benefit, and may adjust your Roll-Up Value as described in the "Roll-Up Value" provision above. Please note that we do not consider Bonus Credits as "premium payments" for purposes of the contract and this rider. Therefore, any applicable Bonus Credit will not be included in the Withdrawal Base, Rider Death Benefit or Roll-Up Value, if applicable. You will have to reset your benefit under the terms of the rider to capture the Bonus Credit or any related earnings in the Withdrawal Base. In order to obtain the full benefit provided by this rider, you must allocate all assets to the prescribed Investment Strategy from the Benefit Date. Except as noted below, if you have allocated all assets to the Investment Strategy from the Benefit Date, any subsequent premium payment will be added to the Roll-Up Value. If you have not allocated all assets to the Investment Strategy, the premium payment will be added to the Withdrawal Base and, if applicable, the Roll-Up Value, but the Rider Death Benefit will be increased only by 50% of the premium payment. Important Note. We reserve the right to not adjust the Withdrawal Base, Rider Death Benefit, and/or Roll-Up Value for any subsequent premium payments received. As a result, it is possible that you would not be able to make subsequent premium payments after the initial premium payment to take advantage of the benefits provided by Lifetime Income Plus 2007 that would be associated with such additional premium payments. 69 For example, since the Withdrawal Base would not be adjusted for such subsequent premium payments, you would not be guaranteed to be eligible to make withdrawals from your contract over a period of time at least equal to the amount of such premium payments. In addition, if you make premium payments that are not included in the calculation of your Withdrawal Base, Rider Death Benefit or Roll-Up Value, you will pay a higher rider charge to the extent that the premium payments increase the Contract Value upon which the charge is assessed. Also, to the extent your Contract Value is increased by such premium payments, you are less likely to realize any benefit under Lifetime Income Plus 2007, because it is less likely that your Contract Value will be less than the Withdrawal Base or Roll-Up Value. Bonus Credits will have a similar effect on your contract because they increase Contract Value but do not adjust the Withdrawal Base, Rider Death Benefit or Roll-Up Value when they are applied to the contract. Before making premium payments that do not increase the Withdrawal Base, Rider Death Benefit or Roll-Up Value, you should consider that: (i) the guaranteed amounts provided by the Withdrawal Base, Rider Death Benefit and Roll-Up Value will not include such premium payments or Bonus Credits; (ii) any such premium payments or Bonus Credits make it less likely that you will receive a benefit in the form of an additional amount even if your Contract Value has declined; and (iii) this rider may not make sense for you if you intend to make premium payments that will not increase the Withdrawal Base, Rider Death Benefit and Roll-Up Value. Impact of Violating the Investment Strategy on the Withdrawal Factor and Rider Death Benefit. Beginning on the first Valuation Day after you choose not to follow the Investment Strategy, your Withdrawal Factor and Rider Death Benefit will be reduced by 50%. You may elect to resume participation in the Investment Strategy, as described in the "Restoration or Reset of the Benefit" provision below, provided we receive notice of your election in a form acceptable to us. We will not reduce your Withdrawal Factor or Rider Death Benefit if you are not following the Investment Strategy due to a Portfolio liquidation or a Portfolio dissolution and the assets are transferred from the liquidated or dissolved Portfolio to another Portfolio. Restoration or Reset of the Benefit Restoration. If your Withdrawal Factor and Rider Death Benefit have been reduced because you have not allocated all assets to the prescribed Investment Strategy, you will have a one-time opportunity to restore your Withdrawal Factor and Rider Death Benefit on a contract anniversary. If such contract anniversary is not a Valuation Day, the restoration will occur on the next Valuation Day. The restore feature under this rider may be used only once and is not available on or after the latest permitted Maturity Date. On the Valuation Day we restore your benefit, we will: (a) restore the Withdrawal Factor to 100% of the Withdrawal Factor established as of the date of the first withdrawal; (b) calculate your Rider Death Benefit to equal the lesser of (i) the total premium payments less Gross Withdrawals and (ii) current Contract Value; (c) calculate your Withdrawal Base to equal the lesser of (i) the Withdrawal Base as of the date of the restore, determined as if you have not allocated outside of the prescribed Investment Strategy and (ii) the current Contract Value; (d) allocate your assets to the Investment Strategy in effect as of the last Benefit Date prior to the reduction in benefits, in accordance to your instructions; and (e) assess a rider charge equal to the charge that was in effect as of your last Benefit Date prior to the reduction in benefits. If you want to restore your benefit, we must receive notice of your election at our Home Office in a form acceptable to us at least 15 days prior to your next contract anniversary. Reset. You may reset your Withdrawal Base on an annual anniversary of the Contract Date when your Contract Value is higher than the Withdrawal Base. If such contract anniversary is not a Valuation Day, the reset will occur on the next Valuation Day. The reset date must be at least 12 months after the later of the Contract Date and the last reset date. Resets will occur automatically unless such automatic resets are or have been terminated. On the Valuation Day we reset your benefit, we will: (a) reset the Withdrawal Factor to 100% of the Withdrawal Factor established as of the date of first withdrawal; (b) reset the Rider Death Benefit to the lesser of (i) the total premium payments less Gross Withdrawals and (ii) current Contract Value; (c) reset the Withdrawal Base to your Contract Value; (d) reset the Investment Strategy to the current Investment Strategy; and (e) reset the charge for this rider (the new charge, which may be higher than your previous charge, will never exceed 2.00%). 70 Any change to the charge or to the required Investment Strategy for this rider will be communicated to you in writing prior to the contract anniversary date. The reset provision is not available on or after the latest permitted Maturity Date. Automatic resets will continue until and unless: (a) the owner (or owners) submits a written request to our Home Office to terminate automatic resets (such a request must be received at least 15 days prior to the contract anniversary date); (b) the Investment Strategy is violated; (c) the Investment Strategy changes, allocations are affected, and we do not receive confirmation of new allocations from you at our Home Office; (d) income payments begin via annuitization; or (e) ownership of the contract changes. If automatic resets have terminated, you may later reinstate automatic resets for any future contract anniversary by submitting a written request to our Home Office to do so; provided you are following the Investment Strategy and income payments have not begun. Please note that an automatic reset will occur on a contract anniversary if contract value is even nominally higher than the Withdrawal Base (e.g., as little as $1.00 higher) and, therefore, an automatic reset may not be in your best interest because: (i) the charge for this rider may be higher than your previous charge and (ii) the Investment Strategy will be reset to the current Investment Strategy (the Investment Strategy offered on the reset date). Please carefully consider the impact of automatic resets when you elect Lifetime Income Plus 2007 and while the rider is in effect. Withdrawals. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Withdrawal Base, Rider Death Benefit and Roll-Up Value are reduced. The new Withdrawal Base equals the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Withdrawal Base minus the Gross Withdrawal. The new Rider Death Benefit equals the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Rider Death Benefit minus the Gross Withdrawal. The new Roll-Up Value will be zero. Additional premium payments will not increase the Roll-Up Value. If the total Gross Withdrawals in a Benefit Year are less than or equal to the Withdrawal Limit, we will waive any surrender charge on such total Gross Withdrawals. If all Contract Value is allocated to the Investment Strategy, the Withdrawal Limit will be increased for any Benefit Year to the extent necessary to meet any minimum distribution requirements under federal tax law. This increase applies only to the required minimum distribution based on the Contract Value. You should carefully consider when to begin taking withdrawals if you elected Lifetime Income Plus 2007. The longer you wait before beginning to take withdrawals, the higher the Withdrawal Factor will be, which is one of the components used to determine the amount of your Withdrawal Limit. If you delay taking withdrawals too long, however, you may limit the number of years available for you to take withdrawals in the future (due to life expectancy) and you may be paying for a benefit you are not using. Your Contract Value after taking a withdrawal may be less than the amount required to keep your contract in effect. In this event, or if your Contract Value is reduced to $100, the following will occur: . If the Withdrawal Limit is less than $100, we will pay you the greatest of the Rider Death Benefit, the Contract Value and the present value of the Withdrawal Limit in a lump sum, calculated using the Annuity 2000 Mortality Table and an interest rate of 3%. . If the Withdrawal Limit is greater than $100, we will begin income payments. We will make payments of a fixed amount for the life of the Annuitant or, if there are Joint Annuitants, the last surviving Annuitant. The fixed amount payable annually will equal the most recently calculated Withdrawal Limit. We will make payments monthly or on another periodic basis agreed by us. If the monthly amount is less than $100, we will reduce the frequency so that the payment will be at least $100. The Rider Death Benefit will continue under this provision. The Rider Death Benefit will be reduced by each payment. The Rider Death Benefit, if any, will be payable on the death of the last surviving Annuitant. Death Provisions. At the death of the last surviving Annuitant, a death benefit may be payable under this contract and rider. The amount of any death benefit payable will be the greatest of (a), (b) and (c), where: (a) is the death benefit as calculated under the base Contract; (b) is the Rider Death Benefit; and 71 (c) is any amount payable by any other optional death benefit rider. The death benefit payable will be paid according to the distribution rules under the contract. If the designated beneficiary is a surviving spouse who is not an Annuitant, whose age is 45 through 80, and who elects to continue the contract as the new owner, this rider will continue. The Withdrawal Base and Roll-Up Value for the new owner will be the death benefit determined as of the first Valuation Day we receive at our Home Office due proof of death and all required forms. The Withdrawal Factor for the new owner will be based on the age of that owner on the date of the first Gross Withdrawal for that owner. If the designated beneficiary is a surviving spouse who is an Annuitant and who elects to continue the contract as the owner, this rider will continue. The Withdrawal Base and Roll-Up Value will be the same as it was under the contract for the deceased owner. If no withdrawals were taken prior to the first Valuation Day we receive due proof of death and all required forms at our Home Office, the Withdrawal Factor for the surviving spouse will be established based on the attained age of the surviving spouse on the date of the first Gross Withdrawal for the surviving spouse. Otherwise, the Withdrawal Factor will continue as it was under the contract for the deceased Owner. If the surviving spouse cannot continue the rider, the rider and the rider charge will terminate on the next contract anniversary. Proceeds that were transferred to the GE Investments Funds, Inc. -- Money Market Fund upon the death of the owner will be reallocated to the Investment Strategy, if applicable, and the asset percentages then in effect at the time of the death of the owner. Such reallocations will not be counted as a transfer for the purpose of the number of transfers allowed under the contract in a calendar year. Rider Death Benefit. This rider provides for a death benefit (the "Rider Death Benefit") that, on the Contract Date, is equal to the initial premium payment. The Rider Death Benefit is used to determine the death benefit, if any, payable upon the death of the last surviving Annuitant as described in the "Death Provisions" section above. Premium payments applied to your contract in a Benefit Year increase the Rider Death Benefit. If you have allocated all assets to the Investment Strategy from the Benefit Date, any subsequent premium payment will be added to the Rider Death Benefit. Otherwise, the Rider Death Benefit will be increased only by 50% of the premium payment. Gross Withdrawals in a Benefit Year decrease the Rider Death Benefit. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is less than or equal to the Withdrawal Limit, the Rider Death Benefit will be reduced by the Gross Withdrawal. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Rider Death Benefit will equal the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Rider Death Benefit minus the Gross Withdrawal. If you choose not to follow the Investment Strategy, your Rider Death Benefit will be reduced as described in the "Impact of Violating the Investment Strategy on the Withdrawal Factor and Rider Death Benefit" provision above. Considerations. While the rider is designed to provide life-time withdrawal benefits and the return of premium payments, these benefits are only guaranteed to the extent you comply with the limits, conditions and restrictions set forth in the contract. There can be no assurance that you will receive more than a return of premium payments. When the Rider is Effective If available, Lifetime Income Plus 2007 must be elected at application. The rider will remain in effect while the contract is in force and before the Maturity Date. The rider may not be terminated prior to the Maturity Date. On the Maturity Date, the rider, and the benefits you are eligible to receive thereunder, will terminate. At any time before the Maturity Date, you can elect to annuitize under current annuity rates in lieu of continuing Lifetime Income Plus 2007. This may provide a higher income amount and/or more favorable tax treatment than payments made under this rider. Change of Ownership We must approve any assignment or sale of this contract unless the assignment is a court ordered assignment. General Provisions For purposes of this rider: . A non-natural entity owner must name an Annuitant and may name the Annuitant's spouse as a Joint Annuitant. . An individual owner must also be an Annuitant and may name his or her spouse as a Joint Annuitant at issue. . A joint owner must be the owner's spouse. . If you marry after issue, you may add your spouse as a joint owner and Joint Annuitant or as a Joint Annuitant only, subject to our approval. 72 Examples The following examples show how Lifetime Income Plus 2007 works based on hypothetical values. The examples are for illustrative purposes only and are not intended to depict investment performance of the contract and, therefore, should not be relied upon in making a decision to invest in the rider or contract. This example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) all Contract Value is allocated in accordance with the prescribed Investment Strategy at all times; (5) the owner is age 62 at issue, waits 8 years to take a withdrawal, and has a Withdrawal Factor of 6%; (6) the Roll-Up Value increases until age 70; (7) the contract earns a net return of -2%; (8) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the greater of the Contract Value as of the prior contract anniversary, the Withdrawal Base and the Rollup Value) for the rest of the owner's life; and (9) the owner dies upon reaching age 90.
Withdrawals Withdrawal Rider Death Age - Contract Value - Taken - Contract Value - Base - Roll-Up Value - Benefit - End of Year Beginning of Year End of Year End of Year End of Year End of Year End of Year - -------------------------------------------------------------------------------------------------- 63 $105,000 -- $102,900 $100,000 $105,000 $102,900 64 102,900 -- 100,842 102,900 110,000 100,842 65 100,842 -- 98,825 102,900 115,000 100,000 66 98,825 -- 96,849 102,900 120,000 100,000 67 96,849 -- 94,912 102,900 125,000 100,000 68 94,912 -- 93,013 102,900 130,000 100,000 69 93,013 -- 91,153 102,900 135,000 100,000 70 91,153 $8,400 80,930 102,900 140,000 91,600 71 80,930 8,400 70,912 102,900 140,000 83,200 72 70,912 8,400 61,093 102,900 140,000 74,800 73 61,093 8,400 51,471 102,900 140,000 66,400 74 51,471 8,400 42,042 102,900 140,000 58,000 75 42,042 8,400 32,801 102,900 140,000 49,600 76 32,801 8,400 23,745 102,900 140,000 41,200 77 23,745 8,400 14,870 102,900 140,000 32,800 78 14,870 8,400 6,148 102,900 140,000 24,400 79 6,148 8,400 -- 102,900 140,000 16,000 80 -- 8,400 -- 102,900 140,000 7,600 81 -- 8,400 -- 102,900 140,000 82 -- 8,400 -- 102,900 140,000 -- 83 -- 8,400 -- 102,900 140,000 -- 84 -- 8,400 -- 102,900 140,000 -- 85 -- 8,400 -- 102,900 140,000 -- 86 -- 8,400 -- 102,900 140,000 -- 87 -- 8,400 -- 102,900 140,000 -- 88 -- 8,400 -- 102,900 140,000 -- 89 -- 8,400 -- 102,900 140,000 -- 90 -- 8,400 -- 102,900 140,000 -- - --------------------------------------------------------------------------------------------------
73 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) all Contract Value is allocated in accordance with the prescribed Investment Strategy at all times; (5) the owner is age 77 at issue, waits 5 years to take a withdrawal, and has a Withdrawal Factor of 7%; (6) the Roll-Up Value increases for 5 years; (7) the contract earns a net return of -2%; (8) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the greater of the Contract Value as of the prior contract anniversary, the Withdrawal Base and the Rollup Value) for the rest of the owner's life; and (9) the owner dies upon reaching age 90.
Withdrawals Withdrawal Rider Death Age - Contract Value - Taken - Contract Value - Base - Roll-Up Value - Benefit - End of Year Beginning of Year End of Year End of Year End of Year End of Year End of Year - -------------------------------------------------------------------------------------------------- 78 $105,000 -- $102,900 $100,000 $105,000 $102,900 79 102,900 -- 100,842 102,900 110,000 100,842 80 100,842 -- 98,825 102,900 115,000 100,000 81 98,825 -- 96,849 102,900 120,000 100,000 82 96,849 $8,750 86,162 102,900 125,000 91,250 83 86,162 8,750 75,688 102,900 125,000 82,500 84 75,688 8,750 65,425 102,900 125,000 73,750 85 65,425 8,750 55,366 102,900 125,000 65,000 86 55,366 8,750 45,509 102,900 125,000 56,250 87 45,509 8,750 35,849 102,900 125,000 47,500 88 35,849 8,750 26,382 102,900 125,000 38,750 89 26,382 8,750 17,104 102,900 125,000 30,000 90 17,104 8,750 7,987 102,900 125,000 21,250 - --------------------------------------------------------------------------------------------------
74 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) all Contract Value is allocated in accordance with the prescribed Investment Strategy at all times; (5) the owner is age 65 at issue and has a Withdrawal Factor of 5.5%; (6) the Roll-Up Value increases for 1 year; (7) the contract earns a net return of 8%; (8) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the greater of the Contract Value as of the prior contract anniversary, the Withdrawal Base and the Rollup Value) for the rest of the owner's life; (9) the Withdrawal Base is systematically reset annually on the contract anniversary; and (10) the owner dies upon reaching age 90.
Withdrawals Withdrawal Rider Death Age - Contract Value - Taken - Contract Value - Base - Roll-Up Value - Benefit - End of Year Beginning of Year End of Year End of Year End of Year End of Year End of Year - -------------------------------------------------------------------------------------------------- 66 $105,000 $ 5,775 $107,625 $100,000 $105,000 $107,625 67 107,625 5,919 110,316 107,625 105,000 110,316 68 110,316 6,067 113,074 110,316 105,000 113,074 69 113,074 6,219 115,900 113,074 105,000 115,900 70 115,900 6,375 118,798 115,900 105,000 118,798 71 118,798 6,534 121,768 118,798 105,000 121,768 72 121,768 6,697 124,812 121,768 105,000 124,812 73 124,812 6,865 127,932 124,812 105,000 127,932 74 127,932 7,036 131,131 127,932 105,000 131,131 75 131,131 7,212 134,409 131,131 105,000 134,409 76 134,409 7,392 137,769 134,409 105,000 137,769 77 137,769 7,577 141,213 137,769 105,000 141,213 78 141,213 7,767 144,744 141,213 105,000 144,744 79 144,744 7,961 148,362 144,744 105,000 148,362 80 148,362 8,160 152,071 148,362 105,000 152,071 81 152,071 8,364 155,873 152,071 105,000 155,873 82 155,873 8,573 159,770 155,873 105,000 159,770 83 159,770 8,787 163,764 159,770 105,000 163,764 84 163,764 9,007 167,858 163,764 105,000 167,858 85 167,858 9,232 172,055 167,858 105,000 172,055 86 172,055 9,463 176,356 172,055 105,000 176,356 87 176,356 9,700 180,765 176,356 105,000 180,765 88 180,765 9,942 185,284 180,765 105,000 185,284 89 185,284 10,191 189,916 185,284 105,000 189,916 90 189,916 10,445 194,664 189,916 105,000 194,664 - --------------------------------------------------------------------------------------------------
75 Lifetime Income Plus Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. Lifetime Income Plus provides guaranteed withdrawals for the life of the Annuitant(s), at least equal to premium payments, with upside potential, provided you meet certain conditions. If you: . allocate all Contract Value to the prescribed Investment Strategy; and . limit total Gross Withdrawals in each Benefit Year to an amount no greater than the Withdrawal Limit; then you will be eligible to receive total Gross Withdrawals in each Benefit Year equal to the Withdrawal Limit until the last death of an Annuitant. For important information about the Investment Strategy, please see the "Investment Strategy for the Guaranteed Minimum Withdrawal Benefit for Life Riders" provision below. Withdrawal Limit. The Withdrawal Limit is calculated on each Valuation Day. The Withdrawal Limit is (a) multiplied by (b) where: (a) is the greater of the Contract Value on the prior contract anniversary and the Withdrawal Base; and (b) is the Withdrawal Factor. Withdrawal Base. The Withdrawal Base is an amount used to establish the Withdrawal Limit. The Withdrawal Factor is established based on the attained age of the younger Annuitant on the earlier of the Valuation Day of the first Gross Withdrawal and the Valuation Day when the Contract Value is reduced to zero. Your initial Withdrawal Base is equal to your initial premium payment received and is adjusted when any subsequent premium payment is received, as described in the "Premium Payments" provision. Premium Payments. Any premium payment applied to your contract will adjust your Withdrawal Base and your Rider Death Benefit. Please note that we do not consider Bonus Credits as "premium payments" for purposes of the contract and this rider. Therefore, any applicable Bonus Credit will not be included in the Withdrawal Base or the Rider Death Benefit. You will have to reset your benefit under the terms of the rider to capture the Bonus Credit or any related earnings in the Withdrawal Base. In order to obtain the full benefit provided by this rider, you must allocate all assets to the prescribed Investment Strategy since the Benefit Date. If you have allocated all assets to the prescribed Investment Strategy since the Benefit Date, any subsequent premium payment will be added to the Withdrawal Base and the Rider Death Benefit. If you have not allocated all assets to the prescribed Investment Strategy, the Withdrawal Base still will be increased by the amount of the premium payment, but the Rider Death Benefit will be increased only by 50% of the premium payment. Important Note. We reserve the right to not adjust the Withdrawal Base and/or the Rider Death Benefit for any subsequent premium payments received. As a result, it is possible that you would not be able to make subsequent premium payments after the initial premium payment to take advantage of the benefits provided by Lifetime Income Plus that would be associated with such additional premium payments. For example, since the Withdrawal Base would not be adjusted for such subsequent premium payments, you would not be guaranteed to be eligible to make withdrawals from your contract over a period of time at least equal to the amount of such premium payments. In addition, if you make premium payments that are not included in the calculation of your Withdrawal Base or the Rider Death Benefit, you will pay a higher rider charge to the extent that the premium payments increase the Contract Value upon which the charge is imposed. Also, to the extent your Contract Value is increased by such premium payments, you are less likely to realize any benefit under Lifetime Income Plus, because it is less likely that your Contract Value will be less than the Withdrawal Base. Bonus Credits will have a similar effect on your contract because they increase Contract Value but do not adjust the Withdrawal Base or the Rider Death Benefit when they are applied to the contract. Before making premium payments that do not increase the Withdrawal Base or Rider Death Benefit, you should consider that: (i) the guaranteed amounts provided by the Withdrawal Base and the Rider Death Benefit will not include such premium payments or Bonus Credits; (ii) any such premium payments or Bonus Credits make it less likely that you will receive a benefit in the form of an additional amount even if your Contract Value has declined; and (iii) this rider may not make sense for you if you intend to make premium payments that will not increase the Withdrawal Base and the Rider Death Benefit. Impact of Violating the Investment Strategy on the Withdrawal Factor and Rider Death Benefit. Beginning on the first Valuation Day after you choose not to follow the Investment Strategy, your Withdrawal Factor and Rider Death Benefit will be reduced by 50%. You may elect to resume participation in the Investment Strategy, as described in the "Restoration or Reset of the Benefit" provision below, provided we receive notice of your election at our Home Office in a form acceptable to us. 76 We will not reduce your Withdrawal Factor or Rider Death Benefit if you are not following the Investment Strategy due to a Portfolio liquidation or a Portfolio dissolution and the assets are transferred from the liquidated or dissolved Portfolio to another Portfolio. Restoration or Reset of the Benefit Restoration. If your Withdrawal Factor and Rider Death Benefit have been reduced because you have not allocated all assets to the prescribed Investment Strategy, you will have a one-time opportunity to restore your Withdrawal Factor and Rider Death Benefit. Reset. If all of the Annuitants are ages 50 through 80, you may choose to reset your Withdrawal Base on an annual anniversary of the Contract Date that is at least 12 months after the later of the Contract Date and the last reset date. If you do reset your Withdrawal Base, as of that date, we will: . reset the Withdrawal Base to your Contract Value; . reset the charge for this rider. The new charge, which may be higher than your previous charge, will never exceed 2.00% annually; and . reset the Investment Strategy to the current Investment Strategy. There are similarities as well as distinct differences between restoring your Withdrawal Factor and resetting your Withdrawal Base and Withdrawal Factor. The following provides a comparison of those similarities and differences: ------------------------------------------------------------- Restore Provision Reset Provision ------------------------------------------------------------- You may restore on a contract You may reset on a contract anniversary once during the anniversary periodically life of this rider. after your Benefit Date. ------------------------------------------------------------- You must allocate all assets You must allocate all assets to the prescribed Investment to the prescribed Investment Strategy in effect as of the Strategy available as of the last Benefit Date prior to date of the reset. the reduction in benefits. ------------------------------------------------------------- Your rider charge assessed Your rider charge may will remain the same as the increase, not to exceed an charge that was in effect as annualized rate of 2.00% of of your last Benefit Date assets in the Separate prior to the reduction in Account, calculated on a benefits. daily basis. ------------------------------------------------------------- Your Withdrawal Base will be Your Withdrawal Base will be the lesser of the current reset to equal your Contract Contract Value and your prior Value as of the date you Withdrawal Base. reset your benefit. ------------------------------------------------------------- The Withdrawal Factor will be The Withdrawal Factor will be restored to 100% of the reset to 100% of the original original age Withdrawal age Withdrawal Factor. Factor. ------------------------------------------------------------- The Rider Death Benefit will The Rider Death Benefit will be the lesser of Contract be the lesser of Contract Value and total premium Value and total premium payments less Gross payments less Gross Withdrawals. Withdrawals. ------------------------------------------------------------- For either a restoration of your Withdrawal Factor, or a reset of your Withdrawal Base, we must receive notice of your election in writing at our Home Office, at least 15 days prior to your next contract anniversary. You may restore your Withdrawal Factor and Rider Death Benefit once during the life of your contract. You may not use the restore or reset provision if any Annuitant is older than age 80 on the contract anniversary. We reserve the right to limit the restoration date to a contract anniversary on or after three complete years from the Benefit Date. Systematic Resets. You may elect to reset your Withdrawal Base automatically on an available contract anniversary (a "systematic reset"). If you have not previously elected to systematically reset your benefit, or if your election has terminated, we must receive written notice of your election to systematically reset your benefit at our Home Office at least 15 days prior to your next contract anniversary. A systematic reset of your Withdrawal Base will occur when your contract value is higher than the Withdrawal Base as of the available contract anniversary or, if the contract anniversary is not a Valuation Day, as of the next Valuation Day. By "available contract anniversary" we mean a contract anniversary on which you are eligible to reset your benefit, as such requirements (age and otherwise) are described herein. Systematic resets will continue until and unless: (a) the Investment Strategy is violated; (b) the owner (or owners) submits a written request to our Home Office to terminate systematic resets; 77 (c) income payments begin via annuitization; (d) the Investment Strategy changes, allocations are affected, and we do not receive confirmation from you at our Home Office of new allocations; or (e) ownership changes. Please note that a systematic reset will occur on an available contract anniversary if contract value is even nominally higher than the Withdrawal Base (e.g., as little as $1.00 higher) and, therefore, a systematic reset may not be in your best interest because: (i) the charge for this rider may be higher than your previous charge; and (ii) the Investment Strategy will be reset to the current Investment Strategy (the Investment Strategy offered on the reset date). Please carefully consider whether it is in your best interest to elect to systematically reset your Withdrawal Base. Withdrawals. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Withdrawal Base and Rider Death Benefit are reduced. The new Withdrawal Base equals the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Withdrawal Base minus the Gross Withdrawal. The new Rider Death Benefit equals the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and (b) is the prior Rider Death Benefit minus the Gross Withdrawal. If the total Gross Withdrawals in a Benefit Year are less than or equal to the Withdrawal Limit, we will waive any surrender charge on such total Gross Withdrawals. If all Contract Value is allocated to the Investment Strategy, the Withdrawal Limit will be increased for any Benefit Year to the extent necessary to meet any minimum distribution requirements under federal tax law. This increase applies only to the required minimum distribution based on the Contract Value. You should carefully consider when to begin taking withdrawals if you elected Lifetime Income Plus. The longer you wait before beginning to take withdrawals, the higher the Withdrawal Factor will be, which is one of the components used to determine the amount of your Withdrawal Limit. If you delay taking withdrawals too long, however, you may limit the number of years available for you to take withdrawals in the future (due to life expectancy) and you may be paying for a benefit you are not using. Your Contract Value after taking a withdrawal may be less than the amount required to keep your contract in effect. In this event, or if your Contract Value becomes zero, your contract, all riders and endorsements, including this rider, will terminate and the following will occur: . If the Withdrawal Limit is less than $100, we will pay you the greatest of the Rider Death Benefit, the Contract Value and the present value of the Withdrawal Limit in a lump sum calculated using the Annuity 2000 Mortality Table and an interest rate of 3%. . If the Withdrawal Limit is greater than $100, we will issue you a supplemental contract. We will continue to pay you the Withdrawal Limit until the last death of an Annuitant. We will make payments monthly or on another periodic basis agreed to by us. If the monthly amount is less than $100, we will reduce the frequency, to no less than annually, so that the payment will be at least $100. The Rider Death Benefit will continue under the supplemental contract. The Rider Death Benefit will be reduced by each payment made under the supplemental contract. The Rider Death Benefit, if any, will be payable on the last death of an Annuitant. Rider Death Benefit. This rider provides for a death benefit (the "Rider Death Benefit") that, on the Contract Date, is equal to the initial premium payment. The Rider Death Benefit is used to determine the death benefit payable upon the death of the last Annuitant as described in the "Death Provisions" section below. Premium payments applied to your contract in a Benefit Year increase the Rider Death Benefit. If you have allocated all assets to the Investment Strategy since the Benefit Date, any subsequent premium payment will be added to the Rider Death Benefit. Otherwise, the Rider Death Benefit will be increased only by 50% of the premium payment. Gross Withdrawals in a Benefit Year decrease the Rider Death Benefit. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is less than or equal to the Withdrawal Limit, the Rider Death Benefit will be reduced by the Gross Withdrawal. If a Gross Withdrawal plus all prior Gross Withdrawals in a Benefit Year is in excess of the Withdrawal Limit, your Rider Death Benefit will equal the lesser of (a) and (b), where: (a) is the Contract Value on the Valuation Day after the Gross Withdrawal; and 78 (b) is the prior Rider Death Benefit minus the Gross Withdrawal. If you choose not to follow the Investment Strategy, your Rider Death Benefit will be reduced as described in the "Impact of Violating the Investment Strategy on the Withdrawal Factor and Rider Death Benefit" provision above. Considerations. While the rider is designed to provide life-time withdrawal benefits and the return of premium payments, these benefits are only guaranteed to the extent you comply with the limits, conditions and restrictions set forth in the contract. There can be no assurance that you will receive more than a return of premium payments. When the Rider is Effective Lifetime Income Plus must be elected at application. Lifetime Income Plus is not available for contracts issued on or after May 1, 2008. The rider will remain in effect while the contract is in force and before the Maturity Date. The rider may not be terminated prior to the Maturity Date. On the Maturity Date, the rider, and the benefits you are eligible to receive thereunder, will terminate. At any time before the Maturity Date, you can elect to annuitize under current annuity rates in lieu of continuing Lifetime Income Plus. This may provide a higher income amount and/or more favorable tax treatment than payments made under this rider. Change of Ownership We must approve any assignment or sale of this contract unless the assignment is a court ordered assignment. General Provisions For purposes of this rider: . A non-natural entity owner must name an Annuitant and may name the Annuitant's spouse as a Joint Annuitant. . An individual owner must also be an Annuitant. . You may name only your spouse as a joint owner. . If there is only one owner, that owner may name only his or her spouse as a Joint Annuitant at issue. . If you marry after issue, you may add your spouse as a joint owner and Joint Annuitant or as a Joint Annuitant only, subject to our approval. Death Provisions At the death of the last Annuitant, a death benefit may be payable under this contract and rider. The amount of any death benefit payable will be the greatest of (a), (b) and (c), where: (a) is the death benefit as calculated under the base Contract; (b) is the Rider Death Benefit; and (c) is any amount payable by any other optional death benefit rider. The death benefit payable will be paid according to the distribution rules under the contract. If the designated beneficiary is a surviving spouse who is not an Annuitant, whose age is 50 through 80, and who elects to continue the contract as the new owner, this rider will continue. The Withdrawal Base for the new owner will be the death benefit determined as of the first Valuation Day we have receipt of due proof of death and all required forms at our Home Office. The Withdrawal Factor for the new owner will be based on the age of that owner on the date of the first Gross Withdrawal for that owner. If the designated beneficiary is a surviving spouse who is an Annuitant and who elects to continue the contract as the owner, this rider will continue. The Withdrawal Base will be the same as it was under the contract for the deceased owner. If no withdrawals were taken prior to the first Valuation Day we receive due proof of death and all required forms at our Home Office, the Withdrawal Factor for the surviving spouse will be established based on the attained age of the surviving spouse on the date of the first Gross Withdrawal for the surviving spouse. Otherwise, the Withdrawal Factor will continue as it was under the contract for the deceased Owner. If the surviving spouse cannot continue the rider, the rider and the rider charge will terminate on the next contract anniversary. Proceeds that were transferred to the GE Investments Funds, Inc. -- Money Market Fund upon the death of the owner will be reallocated to the Investment Strategy, if applicable, and the asset percentages then in effect at the time of the death of the owner. Such reallocations will not be counted as a transfer for the purpose of the number of transfers allowed under the contract in a calendar year. 79 Examples The following examples show how Lifetime Income Plus works based on hypothetical values. The examples are for illustrative purposes only and are not intended to depict investment performance of the contract and, therefore, should not be relied upon in making a decision to invest in the rider or contract. This example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) all Contract Value is allocated in accordance with the prescribed Investment Strategy at all times; (5) the owner is age 65 at issue and has a Withdrawal Factor of 5.5%; (6) the contract earns a net return of -2%; (7) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the greater of the Contract Value as of the prior contract anniversary and the Withdrawal Base) until the Contract Value reduces to zero, at which time a supplemental contract is issued which pays the Withdrawal Limit for the rest of the owner's life; and (8) the owner dies upon reaching age 90.
Withdrawals Withdrawal Rider Death Contract Value - Taken - Contract Value - Base - Benefit - Age Beginning of Year End of Year End of Year End of Year End of Year -------------------------------------------------------------------------- 65 $105,000 $5,500 $97,400 $100,000 $94,500 66 97,400 5,500 89,952 100,000 89,000 67 89,952 5,500 82,653 100,000 83,500 68 82,653 5,500 75,500 100,000 78,000 69 75,500 5,500 68,490 100,000 72,500 70 68,490 5,500 61,620 100,000 67,000 71 61,620 5,500 54,888 100,000 61,500 72 54,888 5,500 48,290 100,000 56,000 73 48,290 5,500 41,824 100,000 50,500 74 41,824 5,500 35,488 100,000 45,000 75 35,488 5,500 29,278 100,000 39,500 76 29,278 5,500 23,192 100,000 34,000 77 23,192 5,500 17,229 100,000 28,500 78 17,229 5,500 11,384 100,000 23,000 79 11,384 5,500 5,656 100,000 17,500 80 5,656 5,500 43 100,000 12,000 81 43 5,500 0 100,000 6,500 82 0 5,500 0 100,000 1,000 83 0 5,500 0 100,000 0 84 0 5,500 0 100,000 0 85 0 5,500 0 100,000 0 86 0 5,500 0 100,000 0 87 0 5,500 0 100,000 0 88 0 5,500 0 100,000 0 89 0 5,500 0 100,000 0 --------------------------------------------------------------------------
80 This next example assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) all Contract Value is allocated in accordance with the prescribed Investment Strategy at all times; (5) the owner is age 65 at issue and has a Withdrawal Factor of 5.5%; (6) the contract earns a net return of 8%; (7) the owner takes partial withdrawals equal to the Withdrawal Limit (which is the Withdrawal Factor multiplied by the greater of the Contract Value as of the prior contract anniversary and the Withdrawal Base) for the rest of the owner's life; (8) the owner resets the Withdrawal Base on each contract anniversary; and (9) the owner dies upon reaching age 90.
Withdrawals Withdrawal Rider Death Contract Value - Taken - Contract Value - Base - Benefit - Age Beginning of Year End of Year End of Year End of Year End of Year -------------------------------------------------------------------------- 65 $105,000 $ 5,500 $107,900 $100,000 $94,500 66 107,900 5,935 110,598 107,900 88,566 67 110,598 6,083 113,362 110,598 82,483 68 113,362 6,235 116,196 113,362 76,248 69 116,196 6,391 119,101 116,196 69,857 70 119,101 6,551 122,079 119,101 63,306 71 122,079 6,714 125,131 122,079 56,592 72 125,131 6,882 128,259 125,131 49,710 73 128,259 7,054 131,466 128,259 42,656 74 131,466 7,231 134,752 131,466 35,425 75 134,752 7,411 138,121 134,752 28,014 76 138,121 7,597 141,574 138,121 20,417 77 141,574 7,787 145,114 141,574 12,630 78 145,114 7,981 148,741 145,114 4,649 79 148,741 8,181 152,460 148,741 0 80 152,460 8,385 156,271 152,460 0 81 156,271 8,595 160,178 156,271 0 82 160,178 8,810 164,183 160,178 0 83 164,183 9,030 168,287 164,183 0 84 168,287 9,256 172,494 168,287 0 85 172,494 9,487 176,807 172,494 0 86 176,807 9,724 181,227 176,807 0 87 181,227 9,967 185,758 181,227 0 88 185,758 10,217 190,401 185,758 0 89 190,401 10,472 195,162 190,401 0 --------------------------------------------------------------------------
81 This next example demonstrates the effect of withdrawals exceeding the Withdrawal Limit. It assumes: (1) the owner, who is also the Annuitant, purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) all Contract Value is allocated in accordance with the prescribed Investment Strategy at all times; (5) the owner is age 65 at issue and has a Withdrawal Factor of 5.5%; (6) the contract earns a net return of 8%; (7) the owner takes partial withdrawals equal to $7,000 each year for the rest of the owner's life; (8) the owner resets his Withdrawal Base on each contract anniversary; and (9) the owner dies upon reaching age 90.
Withdrawals Withdrawal Withdrawal Rider Death Contract Value - Taken - Contract Value - Limit - Base - Benefit - Age Beginning of Year End of Year End of Year Before Withdrawal End of Year End of Year - -------------------------------------------------------------------------------------------- 65 $105,000 $7,000 $106,400 $ 5,500 $ 93,000 $93,000 66 106,400 7,000 107,912 5,852 99,400 86,000 67 107,912 7,000 109,545 5,935 100,912 79,000 68 109,545 7,000 111,309 6,025 102,545 72,000 69 111,309 7,000 113,213 6,122 104,309 65,000 70 113,213 7,000 115,270 6,227 106,213 58,000 71 115,270 7,000 117,492 6,340 108,270 51,000 72 117,492 7,000 119,891 6,462 110,492 44,000 73 119,891 7,000 122,483 6,594 112,891 37,000 74 122,483 7,000 125,281 6,737 115,483 30,000 75 125,281 7,000 128,304 6,890 118,281 23,000 76 128,304 7,000 131,568 7,057 121,304 16,000 77 131,568 7,000 135,093 7,236 124,568 9,000 78 135,093 7,000 138,901 7,430 128,093 2,000 79 138,901 7,000 143,013 7,640 131,901 0 80 143,013 7,000 147,454 7,866 136,013 0 81 147,454 7,000 152,250 8,110 140,454 0 82 152,250 7,000 157,430 8,374 145,250 0 83 157,430 7,000 163,025 8,659 150,430 0 84 163,025 7,000 169,067 8,966 156,025 0 85 169,067 7,000 175,592 9,299 162,067 0 86 175,592 7,000 182,639 9,658 168,592 0 87 182,639 7,000 190,251 10,045 175,639 0 88 190,251 7,000 198,471 10,464 183,251 0 89 198,471 7,000 207,348 10,916 191,471 0 - --------------------------------------------------------------------------------------------
82 Investment Strategy for the Guaranteed Minimum Withdrawal Benefit for Life Riders In order to receive the full benefit provided by Lifetime Income Plus and Lifetime Income Plus 2007, you must invest all premium payments and allocations in accordance with a prescribed Investment Strategy. Except for Lifetime Income Plus 2008, if you do not allocate all assets in accordance with a prescribed Investment Strategy, your benefit under the rider will be reduced by 50%. Even if your benefit is reduced, you will continue to pay the full amount charged for the rider. Contract owners that own Lifetime Income Plus 2008 must always allocate assets in accordance with the Investment Strategy. The Investment Strategy for Lifetime Income Plus 2008 is discussed above in the "Lifetime Income Plus 2008" provision of this prospectus. Investment Strategies may change from time to time. You may allocate your assets in accordance with your Investment Strategy prescribed at the time the contract was issued, or in accordance with the Investment Strategy in effect at the time you reset your benefit. Therefore, you may have assets allocated to an Investment Strategy that is different than the Investment Strategy described in this prospectus. Your ability to choose different Investment Strategies is limited, as described below. The Investment Strategy includes Designated Subaccounts and Asset Allocation Model C. Under this Investment Strategy, contract owners may allocate assets to either Asset Allocation Model C or to one or more Designated Subaccounts. Contract owners may not allocate assets to Asset Allocation Model C and one or more Designated Subaccounts. For more information about Asset Allocation Model C and the Subaccounts comprising Asset Allocation Model C and the Designated Subaccounts, please see the "Subaccounts" and "Asset Allocation Program" provisions of this prospectus. On a monthly basis, we will rebalance your Contract Value to the Subaccounts in accordance with the percentages that you have chosen to invest in the Designated Subaccounts or in accordance with the allocations that comprise Asset Allocation Model C. In addition, we will also rebalance your Contract Value on any Valuation Day after any transaction involving a withdrawal, receipt of a premium payment or a transfer of Contract Value, unless you instruct us otherwise. Shares of a Portfolio may become unavailable under the contract for new premium payments, transfers and asset rebalancing. As a result, shares of a Portfolio may also become unavailable under your Investment Strategy. Investment Strategies may be modified to respond to such events by removing unavailable Portfolios and adding new Portfolios as appropriate. Because such changes may affect your allocation instructions, you will need to provide updated allocation instructions to comply with the modified Investment Strategy. If you do not provide updated allocation instructions, any subsequent premium payments or transfers requesting payment to an unavailable Portfolio will be considered not in good order. Periodic rebalancing to unavailable Portfolios will cease and any imbalances in percentages due to lack of asset rebalancing will not cause a reduction in your benefit. If you request a transfer or send a subsequent premium payment with allocation instructions to a Portfolio that is not part of the prescribed Investment Strategy, we will honor your instructions. Please be aware, however, that your total Contract Value will not be invested in accordance with the prescribed Investment Strategy and the guaranteed amount available for withdrawal will be reduced by 50%, resulting in a reduction in your benefit. You may reset your benefit on the next available reset date as described in the "Restoration or Reset of the Benefit" provision for the applicable Guaranteed Minimum Withdrawal Benefit Rider Option. The current Investment Strategy is as follows: (1) owners may allocate assets to the following Designated Subaccounts: AllianceBernstein Variable Products Series Fund, Inc. -- AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B; BlackRock Variable Series Funds, Inc. -- BlackRock Global Allocation V.I. Fund -- Class III; Fidelity Variable Insurance Products Fund -- VIP Balanced Portfolio -- Service Class 2; Franklin Templeton Variable Insurance Products Trust -- Franklin Income Securities Fund -- Class 2 Shares; Franklin Templeton Variable Insurance Products Trust -- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares; GE Investments Funds, Inc. -- Total Return Fund -- Class 3 Shares; Janus Aspen Series -- Balanced Portfolio -- Service Shares; MFS(R) Variable Insurance Trust -- MFS(R) Total Return Series -- Service Class Shares; Oppenheimer Variable Account Funds --Oppenheimer Balanced Fund/VA -- Service Shares; and/or 83 The Universal Institutional Funds, Inc. -- Equity and Income Portfolio -- Class II Shares; OR (2) owners may allocate assets to Asset Allocation Model C. Effective May 1, 2008, shares of the XTF Advisors Trust -- ETF 60 Portfolio are no longer available under the contract for new premium payments, transfers and asset rebalancing. As a result, shares of the Portfolio are also unavailable under your Investment Strategy. We have removed the Portfolio as a Designated Subaccount in the Investment Strategy. Because this change may affect your allocation instructions, you will need to provide updated allocation instructions to comply with the modified Investment Strategy. If you do not provide updated allocation instructions, any subsequent premium payments or transfers requesting payment to the Portfolio will be considered not in good order. DEATH OF OWNER AND/OR ANNUITANT For contracts issued on or after the later of May 1, 2003, or the date on which state insurance authorities approve applicable contract modifications, the following provisions apply: Distribution Provisions Upon Death of Owner or Joint Owner In certain circumstances, Federal tax law requires that distributions be made under this contract. Except as described below in the "Distribution Rules" provisions, a distribution is required upon the death of: (1) an owner or joint owner; or (2) the Annuitant or Contingent Annuitant if any owner or joint owner is a non-natural entity. The amount of proceeds payable upon the death of an owner or joint owner (or the Annuitant or Contingent Annuitant if an owner or joint owner is a non-natural entity) and the methods available for distributing such proceeds are described below. If any owner or joint owner who is not also an Annuitant dies prior to the Maturity Date, the amount of proceeds payable will be the Contract Value as of the first Valuation Day we have receipt of the request for surrender or choice of applicable payment choice, due proof of death and any required forms at our Home Office. Death Benefit at Death of Any Annuitant Before the Maturity Date If the Annuitant dies before the Maturity Date, regardless of whether the Annuitant is also an owner or joint owner, the amount of proceeds payable is the death benefit. Upon receipt at our Home Office of due proof of the Annuitant's death and all required forms (generally, due proof of death is a certified copy of the death certificate or a certified copy of the decree of a court of competent jurisdiction as to the finding of death), a death benefit will be paid in accordance with your instructions, subject to distribution rules and termination of contract provisions discussed in the contract and elsewhere in this prospectus. The death benefit choices we offer are: (1) the Basic Death Benefit; (2) the Annual Step-Up Death Benefit Rider Option; (3) the 5% Rollup Death Benefit Rider Option; (4) the Earnings Protector Death Benefit Rider Option; and (5) the Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option. We automatically provide the Basic Death Benefit to you. The death benefit rider options are available to you for an additional charge and the death benefit options must be elected at the time of application. You may elect the Annual Step-Up Death Benefit Rider with Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 at the time of application. You may not elect any of the other optional death benefit riders with Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008. You may elect the Earnings Protector Death Benefit Rider with either the Annual Step-Up Death Benefit Rider or the 5% Rollup Death Benefit Rider. You may not, however, elect the Annual Step-Up Death Benefit Rider and the 5% Rollup Death Benefit Rider together or in any combination. The Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider may not be elected with any other death benefit rider. The death benefit varies based on: (1) the Annuitant's age on the date the contract is issued; (2) the Annuitant's age on the date of his or her death; (3) the number of contract years that elapse from the date the contract is issued until the date of the Annuitant's death; and (4) whether any premium taxes are due at the time the death benefit is paid. Basic Death Benefit The Basic Death Benefit available for all contracts issued is equal to the greater of: (a) premium payments adjusted for any partial surrenders and any applicable premium taxes; and 84 (b) the Contract Value on the Valuation Day upon receipt of due proof of death and all required forms at our Home Office. Partial surrenders (including partial surrenders taken pursuant to the terms of Lifetime Income Plus or Lifetime Income Plus 2007) will reduce the death benefit proportionally by the same percentage that the partial surrender (including any applicable surrender charges and any premium taxes assessed) reduces the Contract Value. Please refer to Appendix A for an example of the calculation of the Basic Death Benefit. Annual Step-Up Death Benefit Rider Option The Annual Step-Up Death Benefit Rider adds an extra feature to the Basic Death Benefit. Under the Annual Step-Up Death Benefit Rider, the amount of death benefit proceeds we will pay upon receipt of due proof of death of the Annuitant and all required forms at our Home Office will be the greater of: . the Basic Death Benefit; and . the Annual Step-Up Death Benefit Rider Option described below. The following is the Annual Step-Up Death Benefit if the Annuitant is age 80 or younger on the date the contract is issued: The Annual Step-Up Death Benefit on the Contract Date is the initial premium payment. The Annual Step-Up Death Benefit will be reset on each contract anniversary, up to and including the later of the fifth contract anniversary and the contract anniversary next following or coincident with the 80th birthday of the Annuitant and on the Valuation Day that we receive due proof of death and all require forms at our Home Office. At each reset date, the Annual Step-Up Death Benefit equals the greater of (a) and (b) where: (a) is the Contract Value; and (b) is the Annual Step-Up Death Benefit on the last reset date plus premium payments made since the last reset date, adjusted for any partial surrenders made and premium taxes paid since the last reset date. Partial surrenders (including partial surrenders taken pursuant to the terms of a Guaranteed Minimum Withdrawal Benefit for Life Rider) reduce the Annual Step-Up Death Benefit proportionally by the same percentage that the partial surrender (including any applicable surrender charges and any premium taxes assessed) reduces the Contract Value. The following is the Annual Step-Up Death Benefit if the Annuitant is older than age 80 on the date the contract is issued: The Annual Step-Up Death Benefit on the Contract Date is the initial premium payment. The Annual Step-Up Death Benefit will be reset on each contract anniversary, up to and including the contract anniversary next following or coincident with the 85th birthday of the Annuitant and on the Valuation Day that we receive due proof of death and all require forms at our Home Office. At each reset date, the Annual Step-Up Death Benefit equals the greater of (a) and (b) where: (a) is the Contract Value; and (b) is the Annual Step-Up Death Benefit on the last reset date plus premium payments made since the last reset date, adjusted for any partial surrenders made and premium taxes paid since the last reset date. Partial surrenders (including partial surrenders taken pursuant to the terms of a Guaranteed Minimum Withdrawal Benefit for Life Rider) reduce the Annual Step-Up Death Benefit proportionally by the same percentage that the partial surrender (including any applicable surrender charges and any premium taxes assessed) reduces the Contract Value. You may only elect the Annual Step-Up Death Benefit Option Rider at the time of application. Once elected, it may not be terminated and it will remain in effect while this contract is in force until income payments begin. On the Maturity Date, this rider and its corresponding charge will terminate. The Annual Step-Up Death Benefit Option Rider may not be available in all states or in all markets. We charge an additional amount for this benefit. This charge will not exceed an annual rate of 0.20% of your Contract Value at the time of the deduction. See the "Fee Tables" provision of this prospectus for additional information. Please refer to Appendix A for an example of the calculation of the Annual Step-Up Death Benefit Rider Option. 5% Rollup Death Benefit Rider Option The 5% Rollup Death Benefit Rider adds an extra feature to the Basic Death Benefit. Under the 5% Rollup Death Benefit Rider, the amount of death benefit proceeds we will pay upon receipt of due proof of death of the Annuitant and all required forms at our Home Office will be the greater of: . the Basic Death Benefit; and . the 5% Rollup Death Benefit Rider Option described below. 85 The 5% Rollup Death Benefit Rider Option is available only to contracts where the Annuitant is age 75 or younger on the date the contract is issued. The 5% Rollup Death Benefit on the Contract Date is the initial premium payment. At the end of each Valuation Period after the Contract Date, the 5% Rollup Death Benefit is equal to the lesser of (a) and (b) where: (a) is 200% of premium payments; and (b) is the Rollup Death Benefit at the end of the last Valuation Period increased by a daily interest factor, equivalent to a 5% annual effective interest rate, plus premium payments made during the current Valuation Period and adjusted for any partial surrenders and premium taxes paid during the current Valuation Period. Partial surrenders taken each contract year, up to 5% of premium payments, calculated at the time of the partial surrender, reduce the 5% Rollup Death Benefit by the same amount that the partial surrender, including any surrender charges any premium taxes paid, reduces the Contract Value. If partial surrenders greater than 5% of premium payments are taken in any contract year, the 5% Rollup Death Benefit is reduced proportionally for that partial surrender and all future partial surrenders by the same percentage that the partial surrender, including any surrender charges and any premium taxes paid, reduces the Contract Value. Partial surrenders may have unintended consequences to your 5% Rollup Death Benefit. This benefit increases daily at a compounded rate of 5%. Because of this, any partial surrenders in a contract year that exceed the accumulated rollup interest, up to an amount equal to 5% of premium payments, will reduce the death benefit amount below the value at the start of the contract year. You may only elect the 5% Rollup Death Benefit Option Rider at the time of application. Once elected, it may not be terminated and it will remain in effect while this contract is in force until income payments begin. On the Maturity Date, this rider and its corresponding charge will terminate. The 5% Rollup Death Benefit Option Rider may not be available in all states or in all markets. We charge an additional amount for this benefit. This charge will not exceed an annual rate of 0.30% of your Contract Value at the time of the deduction. See the "Fee Tables" provision of this prospectus for additional information. Please refer to Appendix A for an example of the calculation of the 5% Rollup Death Benefit Rider Option. Earnings Protector Death Benefit Rider Option The Earnings Protector Death Benefit Rider adds an extra feature to your death benefit. The Earnings Protector Death Benefit Rider is available only to contracts where the Annuitant is age 75 or younger on the date the contract is issued. The following is the Earnings Protector Death Benefit if the Annuitant is age 70 or younger on the date the contract is issued: The Earnings Protector Death Benefit is equal to 40% of earnings which are defined as (a) minus (b) where: (a) is the Contract Value as of the first Valuation Day we have receipt of due proof of death and all required forms at our Home Office; and (b) is the sum of all premium payments paid and not previously surrendered. The Earnings Protector Death Benefit cannot exceed 70% of premium payments adjusted for partial surrenders. Premium payments, other than the initial premium payment, paid within 12 months of the date of the Annuitant's death, are not included in this calculation. The Earnings Protector Death Benefit will never be less than zero. The following is the Earnings Protector Death Benefit if the Annuitant is older than age 70 on the date the contract is issued: The Earnings Protector Death Benefit is equal to 25% of earnings which are defined as (a) minus (b) where: (a) is the Contract Value as of the first Valuation Day we have receipt of due proof of death and all required forms at our Home Office; and (b) is the sum of all premium payments paid and not previously surrendered. The Earnings Protector Death Benefit cannot exceed 40% of premium payments paid as adjusted for partial surrenders. Premium payments, other than the initial premium payment, paid within 12 months of the date of the Annuitant's death, are not included in this calculation. The Earnings Protector Death Benefit will never be less than zero. Under both age scenarios listed above, partial surrenders are taken first from gain and then from premium payments made. For purposes of this rider, gain is calculated as (a) plus (b) minus (c) minus (d), but not less than zero, where: (a) is the Contract Value on the Valuation Day we receive your partial surrender or total surrender request; 86 (b) is the total of any partial surrenders; (c) is the total of premium payments paid; and (d) is the total of any gain previously surrendered. You may only elect the Earnings Protector Death Benefit Rider Option at the time of application. Once elected, it may not be terminated and it will remain in effect while the contract is in force until income payments begin. On the Maturity Date, this rider and its corresponding charge will terminate. The Earnings Protector Death Benefit Rider Option may not be available in all states or in all markets. We charge an additional amount for this benefit. This charge will not exceed an annual rate of 0.30% of your Contract Value at the time of the deduction. See the "Fee Tables" provision of this prospectus for additional information. Please refer to Appendix A for an example of the calculation of the Earnings Protector Death Benefit Rider Option. There are important things you should consider before you purchase the Earnings Protector Death Benefit Rider Option. These include: . The Earnings Protector Death Benefit Rider Option does not guarantee that any amounts under the benefit will become payable at death. Market declines resulting in your Contract Value being less than your premium payments paid and not previously surrendered may result in no additional amount being payable. . Once you purchase the Earnings Protector Death Benefit Rider Option, you cannot terminate it. This means that regardless of any changes in your circumstances, we will continue to assess a charge for the Earnings Protector Death Benefit Rider Option. . Please take advantage of the guidance of a qualified financial adviser in evaluating the Earnings Protector Death Benefit Rider Option, as well as the other aspects of the contract. The Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option The Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option combines the Greater of the Annual Step-Up and 5% Rollup Death Benefit Rider Option plus the Earnings Protector Death Benefit Rider Option. Under this rider option, the amount of death benefit proceeds we will pay upon receipt of due proof of death of the Annuitant and all required forms at our Home Office will be the greatest of: . the Basic Death Benefit; . the Annual Step-Up Death Benefit Rider Option described above; and . the 5% Rollup Death Benefit Rider Option described above; plus . the Earnings Protector Death Benefit Rider Option described above. You may only elect the Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option at the time of application. Once elected, it may not be terminated and it will remain in effect while this contract is in force until income payments begin. On the Maturity Date, this rider and its corresponding charge will terminate. The Earnings Protector and Greater of Annual Step-Up and 5% Rollup Death Benefit Rider Option may not be available in all states or in all markets. We charge an additional amount for this benefit. This charge will not exceed an annual rate of 0.70% of your Contract Value at the time of the deduction. See the "Fee Tables" provision of this prospectus for additional information. Termination of Death Benefit Rider Options When Contract Assigned or Sold Your death benefit rider options will terminate in the event that you assign or sell this contract, unless your contract is assigned or sold pursuant to a court order. How to Claim Proceeds and/or Death Benefit Payments At the death of: (1) an owner or joint owner (or the Annuitant if any owner or joint owner is a non-natural entity); or (2) the Annuitant; the person or entity first listed below who is alive or in existence on the date of that death will become the designated beneficiary: (1) owner or joint owner; (2) primary beneficiary; (3) contingent beneficiary; (4) owner or joint owner's estate. The designated beneficiary will be treated thereafter as the sole owner of the contract. The designated beneficiary may choose one of the Payment Choices described below, or a default Payment Choice will apply if no such election is made. For purposes of this provision, if there is more than one primary beneficiary named, each one will be treated separately with 87 respect to their portion of the contract. Thus, in cases where there are multiple designated beneficiaries, once all required information is received, each designated beneficiary will be allocated their share of the proceeds in accordance with the terms of the contract and as specified by the owner. Then, each designated beneficiary may elect one of the Payment Choices below or have the default Payment Choice apply. If there is no primary beneficiary(ies) alive or in existence at the time of the death, all proceeds will be then payable to any named contingent beneficiary(ies). We should be notified immediately by telephone or in writing upon the death of an owner, joint owner or Annuitant. We have the right to request that any notification of death given by telephone be immediately followed by written notification. Upon notification, no additional premium payments will be accepted (unless the designated beneficiary is the spouse of the deceased and that spousal designated beneficiary has elected to continue the contract). Upon such notification of death, we will transfer all assets in the Separate Account to the GE Investments Funds, Inc. -- Money Market Fund until receipt of due proof of death and any required forms. Due proof of death consists of a death certificate issued by a government jurisdiction or a court of law. Any required forms can consist of information necessary in order to pay any named designated beneficiary(ies) and any other information necessary to process applicable proceeds. Payment Choices: The designated beneficiary may elect the form in which the proceeds will be paid from the following Payment Choices (and if no election is made, the default Payment Choice described below will apply): (1) receive the proceeds in a lump sum; (2) receive the proceeds over a period of five years following the date of death. At the end of the five year period, any remaining amount will be distributed in a lump sum (if the designated beneficiary dies before all payments have been distributed, the remaining proceeds will be paid to the person or entity named by the designated beneficiary or his or her estate if no person or entity is named); (3) elect Optional Payment Plan (1) or (2) as described in the Optional Payment Plans section. If elected, payments must commence no later than one year after the date of death. In addition, if Optional Payment Plan (1) is chosen, the period certain cannot exceed the designated beneficiary's life expectancy, and if Optional Payment Plan (2) is chosen, the fixed period cannot exceed the designated beneficiary's life expectancy; or (4) if the designated beneficiary is the spouse of a deceased owner, he or she may continue the contract as stated in the "Distribution Rules" provision. The following payment choice is available to designated beneficiaries of Non-Qualified Contracts: A designated beneficiary of a Non-Qualified Contract may apply the death proceeds of the contract to provide for an annual payment equal to the Minimum Annual Income, described below, for the life expectancy of the designated beneficiary. The first income payment must be made no later than 350 days after the original owner's date of death. The income payment period must be a period not exceeding the designated beneficiary's life expectancy. Payments will continue annually on the distribution date until the death of the designated beneficiary or the Contract Value is reduced to $0. Upon death of the designated beneficiary, the person or entity named by the designated beneficiary or, if no one is named, the designated beneficiary's estate may receive the remaining Contract Value. The recipient may take the Contract Value as a lump sum or continue to receive the annual payment on the distribution date equal to the Minimum Annual Income, or until the Contract Value is reduced to $0. The Minimum Annual Income is the amount withdrawn each year to satisfy Section 72(s)(2)(B) of the Code. The Minimum Annual Income will be re-determined each year for the designated beneficiary's life expectancy using the Single Life Table in Section 1.401(a)(9)-9 A-1 of the Income Tax Regulations, as amended. After death, the Minimum Annual Income is calculated using the designated beneficiary's remaining life expectancy. We may offer alternative calculations of Minimum Annual Income based on amortization or annuitization calculations methods described in guidance published by the Internal Revenue Service. Special rules for this payment choice only: . This payment choice cannot be selected if the Minimum Annual Income would be less than $100. . The designated beneficiary must elect a distribution date on which payments will be made. The first distribution date must be no later than 350 days after the owner's date of death. . Amounts paid to satisfy the Minimum Annual Income will not be subject to surrender charges. Surrender charges will apply to amounts withdrawn above the Minimum Annual Income. . Optional living benefit and death benefit riders are not available with this payment choice. 88 . Additional premium payments may not be added with this payment choice. Under this payment choice, the contract will terminate upon payment of the entire Contract Value. The following payment choice is available to designated beneficiaries of Qualified Contracts or any beneficiary receiving death proceeds from any other individual retirement plan: An inherited owner may apply death proceeds to provide for an annual payment equal to the Minimum Annual Income, described below. For purposes of this provision, an inherited owner is any designated beneficiary receiving death proceeds from a Qualified Contract or any beneficiary receiving death proceeds from any other individual retirement plan. A surviving spouse may elect to be treated as an inherited owner in lieu of exercising spousal continuation. The inherited owner will be named the Annuitant at election of the payment choice. Payments under this payment choice will continue annually on the distribution date selected by the inherited owner, subject to the special rules stated below, until the death of the inherited owner or the Contract Value is reduced to $0. Upon death of the inherited owner, the person or entity named by the inherited owner or, if no one is named, the inherited owner's estate may receive the remaining Contract Value. The recipient may take the Contract Value as a lump sum or continue to receive the annual payment on the distribution date equal to the Minimum Annual Income until the Contract Value is reduced to $0. The Minimum Annual Income is the amount withdrawn each year to satisfy Section 408(b)(3) of the Code. The Minimum Annual Income will be based on the applicable distribution period for required minimum distributions after death, as provided in Section 1.401(a)(9)-5 A-5 of the Income Tax Regulations. Special rules for this payment choice only: . This payment choice cannot be selected if the Minimum Annual Income would be less than $100. . The inherited owner must elect a distribution date on which payments will be made. If the inherited owner is the surviving spouse of the original IRA owner within the meaning of Section 401(a)(9)(B)(iv) of the Code, then the first distribution date elected must be the later of either: (i) December 15th of the year in which the deceased would have been age 70 1/2 or (ii) December 15th of the year following the original IRA owner's death. If the inherited owner is not the surviving spouse of the original IRA owner, then the first distribution date elected must be within 350 days from the date of death. If the surviving spouse dies before the first distribution date, the first distribution date under this rider will be determined by treating death of the surviving spouse as death of the original IRA owner and the surviving spouse's designated beneficiary as the inherited owner. . Amounts paid to satisfy the Minimum Annual Income will not be subject to surrender charges. Surrender charges will apply to amounts withdrawn above the Minimum Annual Income. . Optional living benefit and death benefit riders are not available with this payment choice. . Additional premium payments may not be added with this payment choice Under this payment choice, the contract will terminate upon payment of the entire Contract Value. If a designated beneficiary makes no election within 60 days following receipt of due proof of death and all required forms at our Home Office, payments will default to Payment Choice (2). Spendthrift Provision. An owner may, by providing written notice to our Home Office in a manner acceptable to the Company, choose the method of payment of death proceeds under the contract by selecting any payment choice, including any Optional Payment Plan, that a designated beneficiary may have chosen. A designated beneficiary cannot change the payment choice that the owner has selected. If the owner makes a payment choice for the surviving spouse, the spouse may not continue the contract in accordance with the "Distribution Rules" provision of the prospectus. The owner may also specify at the time of electing an income payment option that any payments remaining to be made at the owner's death cannot be commuted or assigned. While living, the owner may revoke any such limitations on the rights of the designated beneficiary by providing written notice of such revocation to our Home Office in a manner acceptable to the Company. If the payment choice selected by the owner does not apply to a designated beneficiary, the limitations imposed by this paragraph shall not apply to such designated beneficiary. For example, a payment choice based on an individual's life does not apply to the owner's estate and the estate would be free to make its own payment choice as designated beneficiary after the owner's death. Distribution Rules When Death Occurs Before the Maturity Date If the sole designated beneficiary is the spouse of the deceased, the spouse may continue the contract as the new owner. If the deceased was also an Annuitant, the spouse will automatically 89 become the new sole Annuitant. As the new named owner and Annuitant, the spouse may exercise all rights as stated in the contract. Should the spouse remarry, the new spouse may not exercise this provision at the death of the surviving spouse. If the spouse is one of multiple designated beneficiaries, the spouse may only continue the contract with the proportion allocated to him or her by the owner as stated on the application or later in writing in a form acceptable to us. If the designated beneficiary(ies) is not the spouse of the deceased, the designated beneficiary(ies) may not continue the contract indefinitely. Instead, the proceeds from the contract must be distributed within five years of the date of death in accordance with Payment Choice (1) or (2), unless Payment Choice (3) is timely elected. If Payment Choice (3) is elected, payments will begin within one year of the date of the deceased owner's death and extend over the designated beneficiary's life or a period not longer than the designated beneficiary's life expectancy. When Death Occurs On or After the Maturity Date On or after the Maturity Date, if an owner, joint owner, Annuitant, or designated beneficiary dies while the contract is in force, payments that are already being made under the contract will be made at least as rapidly as under the method of distribution in effect at the time of death, notwithstanding any other provision of the contract. DEATH OF OWNER AND/OR ANNUITANT The following death benefit provisions apply to contracts issued prior to May 1, 2003, or prior to the date state insurance authorities approve applicable contract modifications, unless noted otherwise. Death Benefit at Death of Any Annuitant Before the Maturity Date If the Annuitant dies before the Maturity Date, regardless of whether the Annuitant is also an owner or joint owner of the contract, the amount of proceeds available for the designated beneficiary (as defined below) is the death benefit. This death benefit may be referred to as the "Annual Estate Protector/SM/" in our marketing materials. Upon receipt of due proof of the Annuitant's death (generally, due proof is a certified copy of the death certificate or a certified copy of the decree of a court of competent jurisdiction as to the finding of death), a death benefit will be paid in accordance with your instructions, subject to distribution rules and termination of contract provisions discussed in the contract and elsewhere in this prospectus. The death benefit choices we offer are: (1) the Basic Death Benefit; (2) the Optional Guaranteed Minimum Death Benefit; and (3) the Optional Enhanced Death Benefit. We automatically provide the Basic Death Benefit to you. The Optional Guaranteed Minimum Death Benefit and the Optional Enhanced Death Benefit are available to you for an additional charge. The death benefit varies based on: (1) the Annuitant's age on the date the contract is issued; (2) the Annuitant's age on the date of his or her death; (3) the number of contract years that elapse from the date the contract is issued until the date of the Annuitant's death; and (4) whether any premium taxes are due at the time the death benefit is paid. Basic Death Benefit For contracts issued on or after the later of May 15, 2001, or the date on which state insurance authorities approve applicable contract modifications, but prior to May 1, 2003, or prior to the date state insurance authorities approve applicable contract modifications, the Basic Death Benefit will be as follows: If the Annuitant is age 80 or younger on the date the contract is issued and he or she dies before his or her first contract anniversary, the Basic Death Benefit will be equal to the greater of: (1) the Contract Value as of the date we receive due proof of death; and (2) premium payments received, reduced for an adjustment due to any partial surrenders (including any surrender charges and any premium taxes assessed). If the Annuitant is age 80 or younger on the date the contract is issued and he or she dies after his or her first contract anniversary, the death benefit will be equal to the greatest of: (1) the greatest sum of (a) and (b), where: (a) is the Contract Value on any contract anniversary occurring prior to the Annuitant's 80th birthday; and 90 (b) is premium payments received after such contract anniversary. The sum of (a) and (b) above is reduced for an adjustment due to any partial surrenders (including any surrender charges and premium taxes assessed) taken since the applicable contract anniversary. (2) the Contract Value as of the date we receive due proof of death; and (3) premium payments received, reduced for an adjustment due to any partial surrenders (including any surrender charges and premium taxes assessed). If the Annuitant is age 81 or older on the date the contract is issued, the death benefit will be equal to the Contract Value as of the date we receive due proof of death. We will adjust the death benefit for partial surrenders (including any surrender charges and premium taxes assessed) in the same proportion as the percentage that the partial surrender (including any surrender charges and premium taxes assessed) reduces the Contract Value. Please refer to Appendix A in this prospectus for an example of the Basic Death Benefit calculation. For contracts issued prior to May 15, 2001, or prior to the date on which state insurance authorities approve applicable contract modifications, the Basic Death Benefit will be as follows: The death benefit equals the sum of (a) and (b) where: (a) the Contract Value as of the date we receive due proof of death; and (b) is the excess, if any, of the unadjusted death benefit as of the date of the Annuitant's death over the Contract Value as of the date of the Annuitant's death, with interest credited on that excess from the date of the Annuitant's death to the date of distribution. The rate credited may depend on applicable law or regulation. Otherwise, we will set it. The unadjusted death benefit varies based on the Annuitant's age at the time we issued the contract and on the Annuitant's age at the time of death. If the Annuitant is age 80 or younger on the date the contract is issued and he or she dies before his or her first contract anniversary, the unadjusted death benefit will be equal to the greater of: (1) the Contract Value as of the date of death; and (2) premium payments received, reduced for an adjustment due to any partial surrenders (including any surrender charges and premium taxes assessed). If the Annuitant is age 80 or younger on the date the contract is issued and he or she dies after his or her first contract anniversary, the unadjusted death benefit will be equal to the greatest of: (1) the greatest sum of (a) and (b), where: (a) is the Contract Value on any contract anniversary occurring prior to the Annuitant's 80th birthday; and (b) is premium payments received after such contract anniversary. The sum of (a) and (b) above is reduced for an adjustment for any partial surrenders (including any surrender charges and premium taxes assessed) taken since the applicable contract anniversary. (2) the Contract Value as of the date of death; and (3) premium payments received, reduced for an adjustment due to any partial surrenders (including any surrender charges and premium taxes assessed). If the Annuitant is age 81 or older on the date the contract is issued, the unadjusted death benefit will be equal to the Contract Value as of the date of death. We will adjust the death benefit for partial surrenders in (including any surrender charges and premium taxes assessed) the same proportion as the percentage that the partial surrender (including any surrender charges and premium taxes assessed) reduces the Contract Value. Please refer to Appendix A in this prospectus for an example of the Basic Death Benefit calculation. Optional Guaranteed Minimum Death Benefit The Guaranteed Minimum Death Benefit is available to contracts with Annuitants age 75 or younger at the time the contract is issued. If the owner elects the Guaranteed Minimum Death Benefit at the time of application, upon the death of the Annuitant, we will pay to the designated beneficiary, the greater of: (1) the Basic Death Benefit; and (2) the Guaranteed Minimum Death Benefit. The Guaranteed Minimum Death Benefit may also be referenced in our marketing materials as the "Six Percent EstateProtector/SM/." 91 If the Annuitant dies on the first Valuation Day, the Guaranteed Minimum Death Benefit will be equal to the premium payments received. If the Annuitant dies after the first Valuation Day, then at the end of each Valuation Period until the contract anniversary on which the Annuitant attains age 80, the Guaranteed Minimum Death Benefit equals the lesser of (a) and (b), where: (a) is the total of all premium payments we receive, multiplied by two, adjusted for any partial surrenders taken prior to or during that Valuation Period; and (b) is the Guaranteed Minimum Death Benefit of the preceding Valuation Period, with assets in the Subaccounts increased by an effective annual rate of 6% (an "increase factor"); this does not include assets allocated to the Subaccount investing in the available GE Investments Funds, Inc. -- Money Market Fund, plus any additional premium payments we received during the current Valuation Period, adjusted for any partial surrenders taken during the current Valuation period. We will adjust the Guaranteed Minimum Death Benefit for partial surrenders proportionally by the same percentage that the partial surrender (including any applicable surrender charges and premium taxes assessed) reduces the Contract Value. For assets in the Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund, the increase factor is equal to the lesser of: (1) the net investment factor of the Subaccount for Valuation Period, minus one; and (2) a factor for the Valuation Period equivalent to an effective annual rate of 6%. For assets allocated to the Guarantee Account, the increase factor is equal to the lesser of: (1) the factor for the Valuation Period equivalent to the credited rate(s) applicable to such allocations; and (2) a factor for the Valuation Period equivalent to an effective annual rate of 6%. After the Annuitant attains age 80, the increase factor will be zero (0). The Guaranteed Minimum Death Benefit is effective on the Contract Date (unless another effective date is shown on the contract data page) and will remain in effect while the contract is in force and before income payments begin, or until the contract anniversary following the date we receive your written request to terminate the benefit. If we receive your request to terminate the benefit within 30 days following any contract anniversary, we will terminate the Guaranteed Minimum Death Benefit as of that contract anniversary. We charge you for the Guaranteed Minimum Death Benefit. We deduct this charge against the Contract Value at each contract anniversary after the first and at the time you fully surrender the contract. At full surrender, we will charge you a pro-rata portion of the annual charge. Currently, this charge is equal to an annual rate of 0.25% of your prior contract year's average Guaranteed Minimum Death Benefit. We guarantee that this charge will not exceed an annual rate of 0.35% of your prior contract year's average Guaranteed Minimum Death Benefit. The rate charged to your contract will be fixed at the time your contract is issued. See the "Charge for the Optional Guaranteed Minimum Death Benefit" provision of this prospectus. The Guaranteed Minimum Death Benefit option may not be available in all states or markets. Please refer to Appendix A for an example of the Optional Guaranteed Minimum Death Benefit calculation. Optional Enhanced Death Benefit The Optional Enhanced Death Benefit (which may be referred to as "Earnings Protector" in our marketing materials) adds an extra feature to our Basic Death Benefit and, if applicable, the Optional Guaranteed Minimum Death Benefit. You may only elect the Optional Enhanced Death Benefit at the time of application. Once elected, the benefit will remain in effect while your contract is in force until income payments begin. You cannot otherwise terminate this benefit. We charge you an additional amount for the Optional Enhanced Death Benefit. Currently, this amount is an annual rate of 0.20% of the average of: (1) your Contract Value at the beginning of the previous contract year; and (2) your Contract Value at the end of the previous contract year. The charge for the Optional Enhanced Death Benefit is taken on each contract anniversary. We guarantee that this charge will not exceed an annual rate of 0.35% of your average Contract Value, as described above. The rate that applies to your contract will be fixed at issue. See the "Charge for the Optional Enhanced Death Benefit" provision of this prospectus. The Optional Enhanced Death Benefit may not be available in all states or markets. In addition, to be eligible for this rider, the Annuitant cannot be older than age 75 at the time the contract is issued unless we approve a different age. 92 The Optional Enhanced Death Benefit varies based on the age of the Annuitant at issue. Your optional Enhanced Death Benefit will never be less than zero. If the Annuitant is age 70 or younger at the date the contract is issued, the Optional Enhanced Death Benefit equals 40% of (a) minus (b), where: (a) is the Contract Value as of the date we receive due proof of death; and (b) premiums paid, not previously surrendered. This death benefit cannot exceed 70% of premiums paid adjusted for partial surrenders. Premiums, other than the initial premium, paid within 12 months of death are not included in this calculation. If the Annuitant is older than age 70 at the time the contract is issued, the Optional Enhanced Death Benefit equals 25% of (a) minus (b), where: (a) is the Contract Value on the date we receive due proof of death; and (b) premiums paid, not previously surrendered. This death benefit cannot exceed 40% of premiums paid, adjusted for partial surrenders. Premiums, other than the initial premium, paid within 12 months of death are not included in this calculation. Under both age scenarios listed above, we take partial surrenders first from gain and then from premiums paid. For purposes of this benefit, we calculate gain as (a) plus (b) minus (c) minus (d), but not less than zero, where: (a) is the Contract Value on the date we receive your partial surrender request; (b) is the total of any partial surrenders, excluding surrender charges, previously taken; (c) is the total of premiums paid; and (d) is the total of any gain previously surrendered. Please refer to Appendix A for an example of the Optional Enhanced Death Benefit calculation. There are important things you should consider before you purchase the Optional Enhanced Death Benefit. These include: . The Optional Enhanced Death Benefit does not guarantee that any amounts under the benefit will become payable at death. Market declines resulting in your Contract Value being less than your premiums paid and not previously surrendered may result in no Enhanced Death Benefit being payable. . Once you purchase the Optional Enhanced Death Benefit, you cannot terminate it. This means that regardless of any changes in your circumstances, we will continue to assess a charge for the Optional Enhanced Death Benefit. . Please take advantage of the guidance of a qualified financial adviser in evaluating the Optional Enhanced Death Benefit option, as well as the other aspects of the contract. When We Calculate the Death Benefit We will calculate the Basic Death Benefit, the Optional Guaranteed Minimum Death Benefit, and Optional Enhanced Death Benefit on the date we receive due proof of death at our Home Office. Until we receive complete written instructions satisfactory to us from the beneficiary, the assets will remain allocated to the Separate Account and/or the Guarantee Account, according to your last instructions. This means that the calculated death benefit will fluctuate with the performance of the Subaccounts in which you are invested. Death of an Owner or Joint Owner Before the Maturity Date In certain circumstances, Federal tax law requires that distributions be made under this contract upon the first death of: . an owner or joint owner (or the Annuitant if any owner is a non-natural entity); or . the Annuitant. At the death of any owner (or Annuitant, if the owner is a non-natural entity), the person or entity first listed below who is alive or in existence on the date of that death will become the designated beneficiary: (1) owner or joint owner; (2) primary beneficiary; (3) contingent beneficiary; or (4) owner's estate. We then will treat the designated beneficiary as the sole owner of the contract. If there is more than one designated beneficiary, we will treat each one separately in applying the tax law's rules described below. Distribution Rules: Distributions required by Federal tax law differ depending on whether the designated beneficiary is the spouse of the deceased owner (or the spouse of the deceased Annuitant, if the contract is owned by a non-natural entity). 93 . Spouses -- If the designated beneficiary is the spouse of the deceased, the spouse may continue the contract as the new owner. If the deceased was the Annuitant, and there was no surviving contingent Annuitant, the spouse will automatically become the new Annuitant. At the death of the spouse, this provision may not be used again, even if the spouse remarries. In such case, the entire interest in the contract will be paid within 5 years of such spouse's death to the beneficiary named by the spouse. If no beneficiary is named, such payment will be made to the spouse's estate. The amount payable will be equal to the death benefit on the date we receive due proof of the Annuitant's death. Any increase in the Contract Value will be allocated to the Subaccounts and/or the Guarantee Account using the premium allocation in effect at that time. Any death benefit payable subsequently (at the death of the new Annuitant) will be calculated as if the spouse had purchased a contract for the new Contract Value on the date we received due proof of death. Any death benefit will be based on the new Annuitant's age as of the date we receive due proof of death of the original owner, rather than the age of the previously deceased Annuitant. All other provisions will continue as if the spouse had purchased the contract on the original Contract Date. . Non-Spouses -- If the designated beneficiary is not the spouse of the deceased person, this contract cannot be continued in force indefinitely. Instead, upon the death of any owner (or Annuitant, if the owner is a non-natural entity), payments must be made to (or for the benefit of) the designated beneficiary under one of the following payment choices: (1) receive the Surrender Value in one lump sum payment upon receipt of due proof of death (see the "Requesting Payments" provision of this prospectus); (2) receive the Surrender Value at any time during the five year period following the date of death. At the end of the five year period, we will pay in a lump sum payment any Surrender Value still remaining; (3) apply the Surrender Value to provide a monthly income benefit under Optional Payment Plan 1 or 2. The first monthly income benefit payment must be made no later than one year after the date of death. Also, the monthly income benefit payment period must be either the lifetime of the designated beneficiary or a period not exceeding the designated beneficiary's life expectancy. The following payment choice is available to designated beneficiaries of Non-Qualified Contracts: A designated beneficiary of a Non-Qualified Contract may apply the death proceeds of the contract to provide for an annual payment equal to the Minimum Annual Income, described below, for the life expectancy of the designated beneficiary. The first income payment must be made no later than 350 days after the original owner's date of death. The income payment period must be a period not exceeding the designated beneficiary's life expectancy. Payments will continue annually on the distribution date until the death of the designated beneficiary or the Contract Value is reduced to $0. Upon death of the designated beneficiary, the person or entity named by the designated beneficiary or, if no one is named, the designated beneficiary's estate may receive the remaining Contract Value. The recipient may take the Contract Value as a lump sum or continue to receive the annual payment on the distribution date equal to the Minimum Annual Income, or until the Contract Value is reduced to $0. The Minimum Annual Income is the amount withdrawn each year to satisfy Section 72(s)(2)(B) of the Code. The Minimum Annual Income will be re-determined each year for the designated beneficiary's life expectancy using the Single Life Table in Section 1.401(a)(9)-9 A-1 of the Income Tax Regulations, as amended. After death, the Minimum Annual Income is calculated using the designated beneficiary's remaining life expectancy. We may offer alternative calculations of Minimum Annual Income based on amortization or annuitization calculations methods described in guidance published by the Internal Revenue Service. Special rules for this payment choice only: . This payment choice cannot be selected if the Minimum Annual Income would be less than $100. . The designated beneficiary must elect a distribution date on which payments will be made. The first distribution date must be no later than 350 days after the owner's date of death. . Amounts paid to satisfy the Minimum Annual Income will not be subject to surrender charges. Surrender charges will apply to amounts withdrawn above the Minimum Annual Income. . Optional living benefit and death benefit riders are not available with this payment choice. . Additional premium payments may not be added with this payment choice. Under this payment choice, the contract will terminate upon payment of the entire Contract Value. 94 The following payment choice is available to designated beneficiaries of Qualified Contracts or any beneficiary receiving death proceeds from any other individual retirement plan: An inherited owner may apply death proceeds to provide for an annual payment equal to the Minimum Annual Income, described below. For purposes of this provision, an inherited owner is any designated beneficiary receiving death proceeds from a Qualified Contract or any beneficiary receiving death proceeds from any other individual retirement plan. A surviving spouse may elect to be treated as an inherited owner in lieu of exercising spousal continuation. The inherited owner will be named the Annuitant at election of the payment choice. Payments under this payment choice will continue annually on the distribution date selected by the inherited owner, subject to the special rules stated below, until the death of the inherited owner or the Contract Value is reduced to $0. Upon death of the inherited owner, the person or entity named by the inherited owner or, if no one is named, the inherited owner's estate may receive the remaining Contract Value. The recipient may take the Contract Value as a lump sum or continue to receive the annual payment on the distribution date equal to the Minimum Annual Income until the Contract Value is reduced to $0. The Minimum Annual Income is the amount withdrawn each year to satisfy Section 408(b)(3) of the Code. The Minimum Annual Income will be based on the applicable distribution period for required minimum distributions after death, as provided in Section 1.401(a)(9)-5 A-5 of the Income Tax Regulations. Special rules for this payment choice only: . This payment choice cannot be selected if the Minimum Annual Income would be less than $100. . The inherited owner must elect a distribution date on which payments will be made. If the inherited owner is the surviving spouse of the original IRA owner within the meaning of Section 401(a)(9)(B)(iv) of the Code, then the first distribution date elected must be the later of either: (i) December 15th of the year in which the deceased would have been age 70 1/2 or (ii) December 15th of the year following the original IRA owner's death. If the inherited owner is not the surviving spouse of the original IRA owner, then the first distribution date elected must be within 350 days from the date of death. If the surviving spouse dies before the first distribution date, the first distribution date under this rider will be determined by treating death of the surviving spouse as death of the original IRA owner and the surviving spouse's designated beneficiary as the inherited owner. . Amounts paid to satisfy the Minimum Annual Income will not be subject to surrender charges. Surrender charges will apply to amounts withdrawn above the Minimum Annual Income. . Optional living benefit and death benefit riders are not available with this payment choice. . Additional premium payments may not be added with this payment choice Under this payment choice, the contract will terminate upon payment of the entire Contract Value. If no choice is made by the designated beneficiary within 30 days following receipt of due proof of death, we will pay the Surrender Value within 5 years of the date of death. Due proof of death must be provided within 90 days of the date of death. We will not accept any premium payments after the non-spouse's death. If the designated beneficiary dies before we distributed the entire Surrender Value, we will pay in a lump sum payment of any Surrender Value still remaining to the person named by the designated beneficiary. If no person is so named, we will pay the designated beneficiary's estate. Under payment choices 1 or 2, the contract will terminate upon payment of the entire Surrender Value. Under payment choice 3, this contract will terminate when we apply the Surrender Value to provide a monthly income benefit. Spendthrift Provision. An owner may, by providing written notice to our Home Office in a manner acceptable to the Company, choose the method of payment of death proceeds under the contract by selecting any payment choice, including any Optional Payment Plan, that a designated beneficiary may have chosen. A designated beneficiary cannot change the payment choice that the owner has selected. If the owner makes a payment choice for the surviving spouse, the spouse may not continue the contract in accordance with the "Distribution Rules" provision of the prospectus. The owner may also specify at the time of electing an income payment option that any payments remaining to be made at the owner's death cannot be commuted or assigned. While living, the owner may revoke any such limitations on the rights of the designated beneficiary by providing written notice of such revocation to our Home Office in a manner acceptable to the Company. If the payment choice selected by the owner does not apply to a designated beneficiary, the limitations imposed by this paragraph shall not apply to such designated beneficiary. For example, a payment choice based on an individual's life does not apply to the owner's estate and the estate would be free to make its own payment choice as designated beneficiary after the owner's death. 95 Amount of the proceeds: The amount of proceeds we will pay will, in part, vary based on the person who dies, as shown below: Amount of Person who died Proceeds Paid - ------------------------------------------ Owner or Joint Owner Surrender Value (who is not the Annuitant) - ------------------------------------------ Owner or Joint Owner Death Benefit (who is the Annuitant) - ------------------------------------------ Annuitant Death Benefit - ------------------------------------------ Upon receipt of due proof of death, the designated beneficiary will instruct us how to treat the proceeds subject to the distribution rules discussed above. Death of an Owner, Joint Owner, or Annuitant On or After the Maturity Date On or after the Maturity Date, if an owner, joint owner, Annuitant or designated beneficiary dies while the contract is in force, payments that are already being made under the contract will be made at least as rapidly as under the method of distribution in effect at the time of death, notwithstanding any other provision in the contract. INCOME PAYMENTS The Maturity Date is the date income payments begin under the contract, provided the Annuitant is still living on that date. The Maturity Date must be a date at least thirteen months from the date the contract is issued, unless you elect to take income payments pursuant to Payment Optimizer Plus. If Guaranteed Income Advantage is elected, income payments may begin on a different date under the terms of the rider. See the "Guaranteed Income Advantage" and "Payment Optimizer Plus" sections of this provision. The owner selects the contract's initial Maturity Date at issue. Thereafter, until income payments begin, the owner may elect to extend the Maturity Date in one-year increments, so long as the new Maturity Date is not a date beyond the latest permitted Maturity Date. The latest Maturity Date we currently permit may not be a date beyond the younger Annuitant's 90th birthday, unless we consent to a later date. We reserve the right to discontinue to allow the deferral of the Maturity Date at any time and without prior notice. Any consent for a new Maturity Date will be provided on a non-discriminatory basis. An owner may request to change the Maturity Date by sending written notice to our Home Office prior to the Maturity Date then in effect. If you change the Maturity Date, the Maturity Date will mean the new Maturity Date selected, provided such Maturity Date is not a date beyond the latest permitted Maturity Date. If income payments have not commenced upon reaching the latest permitted Maturity Date, we will begin making payments to the named payee. In this circumstance: (i) if Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 applies, income payments will be made pursuant to Optional Payment Plan 6, Fixed Income for Life; (ii) if Guaranteed Income Advantage applies, income payments will be made in the form of Life Income with a 10 Year Period Certain; or (iii) if Payment Optimizer Plus applies, income payments will be made in the form of a Life Income. If, however, at the latest permitted Maturity Date these riders do not apply, income payments will be made in the form of a Life Income with a 10 Year Period Certain. A Maturity Date that occurs or is scheduled to occur at an advanced age (e.g., past age 85) may, in certain circumstances, have adverse income tax consequences. See the "Tax Matters" provision of this prospectus. Contracts issued to qualified retirement plans provide for income payments to start on the date and under the option specified by the plan. We will pay a monthly income benefit to the owner beginning on the Maturity Date provided the Annuitant is still living. Unless you have elected Payment Optimizer Plus, we will pay the monthly income benefit in the form of Life Income with 10 Years Certain plan with variable payments, using the gender (where appropriate) and settlement age of the Annuitant instead of the payee, unless you make another election as described below. If you elected Payment Optimizer Plus, we will pay monthly income over the life of the Annuitant(s). As described in your contract, the settlement age may be less than the Annuitant's age. This means payments may be lower than they would have been without the adjustment. You may also choose to receive Surrender Value of your contract on the date immediately preceding the Maturity Date in a lump sum, in which case we will cancel the contract. See the "Requesting Payments" provision of this prospectus. Payments will continue for the life of the Annuitant under the Life Income with 10 Years Certain plan, if he or she lives longer than 10 years. If the Annuitant dies before the end of 10 years, we will discount the remaining payments for the 10 year period at the same rate used to calculate the monthly income payment. If the remaining payments are variable income payments, we will assume the amount of each payment that we discount equals the payment amount on the date we receive due proof of death. We will pay this discounted amount in a lump sum. The contract provides optional forms of annuity payments ("Optional Payment Plans"), each of which is payable on a 96 fixed basis. Optional Payment Plan 1 and Optional Payment Plan 5 also are available on a variable basis. If you elect fixed income payments, the guaranteed amount payable will earn interest at a minimum rate of 3% compounded yearly. We may increase the interest rate which will increase the amount we pay to you or the payee. If you elect variable income payments, the dollar amount of the first variable income payment will depend on the annuity purchase rates described in your contract for the Optional Payment Plan you choose. These rates vary based on the Annuitant's settlement age and if applicable, gender, upon the settlement age and gender of a second person you designate (if applicable). Under such tables, the longer the life expectancy of the Annuitant or the longer the period for which we guarantee to make payments under the option, the smaller the amount the first variable income payment will be. After your first income payment, the dollar amount of your income payments will vary based on the investment performance of the Subaccount(s) in which you invest and the contract's assumed interest rate. The assumed interest rate is an assumption we make regarding the investment performance of the Portfolios you select. This rate is simply the total return, after expenses, you need to keep your variable income payments level. We assume an effective annual rate of 3%. This means that if the annualized investment performance, after expenses, of your Subaccounts, measured between the day that the last payment was made and the day on which we are calculating the new payment, is less than 3%, then the dollar amount of your variable income payment will decrease. Conversely, if the annualized investment performance, after expenses, of your Subaccounts, measured between the day that the last payment was made and the day on which we are calculating the new payment, is greater than 3%, then the dollar amount of your income payment will increase. We will make income payments monthly unless you elect to receive payments quarterly, semi-annually, or annually. Under the monthly income benefit and all of the Optional Payment Plans, if any payment made more frequently than annually would be or becomes less than $100, we reserve the right to reduce the frequency of payments to an interval that would result in each payment being at least $100. If the annual payment payable at maturity is less than $20, we will pay the Surrender Value in a lump sum. See the "Requesting Payments" provision of this prospectus. Upon making such a payment, we will have no future obligation under the contract. The amount of your income payments will depend on four things: . your Surrender Value on the Valuation Day immediately preceding the Maturity Date; . the settlement age on the Maturity Date, and if applicable, the gender of the Annuitant; . the specific payment plan you choose; and . if you elect variable income payments, the investment performance of the Portfolios selected. As provided in your contract, we may adjust the age used to determine income payments, and we may deduct premium taxes from your payments. Optional Payment Plans The following Optional Payment Plans are available under the contract, unless you have fully annuitized under Guaranteed Income Advantage or Payment Optimizer Plus: Optional Payment Plan 1 -- Life Income with Period Certain. This option guarantees periodic monthly payments for the lifetime of the payee with a minimum number of years of payments. If the payee lives longer than the minimum period, payments will continue for his or her life. The minimum period can be 10, 15, or 20 years. The payee selects the designated period. If the payee dies during the minimum period, we will discount the amount of the remaining guaranteed payments at the same rate used in calculating income payments. We will pay the discounted amount in a lump sum to the payee's estate, unless otherwise provided. Optional Payment Plan 2 -- Income for a Fixed Period. This option provides for periodic payments to be made for a fixed period not longer than 30 years. Payments can be made annually, semi-annually, quarterly, or monthly. If the payee dies, we will discount the amount of the remaining guaranteed payments to the date of the payee's death at the same rate used in calculating income payments. We will pay the discounted amount in a lump sum to the payee's estate, unless otherwise provided. Optional Payment Plan 3 -- Income of a Definite Amount. This option provides periodic payments of a definite amount to be paid. Payments can be made annually, semi-annually, quarterly, or monthly. The amount paid each year must be at least $120 for each $1,000 of proceeds. Payments will continue until the proceeds are exhausted. The last payment will equal the amount of any unpaid proceeds. If the payee dies, we will pay the amount of the remaining proceeds with earned interest in a lump sum to the payee's estate, unless otherwise provided. Optional Payment Plan 4 -- Interest Income. This option provides for periodic payments of interest earned 97 from the proceeds left with us. Payments can be made annually, semi-annually, quarterly, or monthly. If the payee dies, we will pay the amount of remaining proceeds and any earned but unpaid interest, in a lump sum to the payee's estate, unless otherwise provided. This plan is not available to contracts issued as Qualified Contracts. Optional Payment Plan 5 -- Joint Life and Survivor Income. This option provides for us to make monthly payments to two payees for a guaranteed minimum of 10 years. Each payee must be at least 35 years old when payments begin. Payments will continue as long as either payee is living. If both payees die before the end of the minimum period, we will discount the amount of the remaining payments for the 10 year period at the same rate used in calculating income payments. We will pay the discounted amount in a lump sum to the survivor's estate, unless otherwise provided. Optional Payment Plan 6 -- Fixed Income for Life. This option provides for us to make monthly payments of a fixed amount for the life of the Annuitant or, if there are Joint Annuitants, the last surviving Annuitant. If Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 has been elected and the contract has reached the latest permitted Maturity Date, the fixed amount payable annually will be greater than or equal to the most recently calculated Withdrawal Limit. If the last surviving Annuitant dies, no amount will be payable under this option. If the payee is not a natural person, our consent must be obtained before selecting an Optional Payment Plan. Fixed income payments, if selected, will begin on the date we receive due proof of the Annuitant's death, or on the Maturity Date. Variable income payments will begin within seven days after the date payments would begin under the corresponding fixed option. Payments under Optional Payment Plan 4 (Interest Income) will begin at the end of the first interest period after the date proceeds are otherwise payable. All payments under Option Payment Plan 2 (Income for a Fixed Period), Optional Payment Plan 3 (Income of a Definite Amount) and Optional Payment Plan 4 (Interest Income) may be redeemed by the payee upon written request to our Home Office. Payments made under Optional Payment Plan 1 (Life Income with Period Certain) and Optional Payment Plan 5 (Joint Life and Survivor Income) are not redeemable. If payments under Optional Payment Plans 2, 3 or 4 are variable income payments, and a request for redemption is received in good order, the payment will be made within seven days in accordance with the "Surrenders and Partial Surrenders" provision. If payments under Optional Payment Plan 2, Optional Payment Plan 3 or Optional Payment 4 are fixed income payments, and a request for redemption is received in good order, the payment will generally be made within seven days, however, some states require us to reserve the right to defer payments from the Guarantee Account for up to six months from the date we receive the request for payment. If your contract is a Qualified Contract, Optional Payment Plans 2, 3, and 4 may not satisfy minimum required distribution rules. Consult a tax adviser before electing one of these options. Variable Income Payments The monthly amount of your first variable income payment will equal your Contract Value as of the Maturity Date, less any premium taxes, multiplied by the monthly payment rate for the payment plan you choose (at an assumed interest rate of 3%), divided by 1,000. We determine subsequent payments based on Annuity Units. On the Maturity Date, we determine the number of Annuity Units for each Subaccount. This number will not change unless you make a transfer. On the Maturity Date, the number of Annuity Units for a Subaccount is the portion of the first payment from that Subaccount divided by the Annuity Unit value for that Subaccount on the day the first payment is due. Each subsequent variable income payment will equal the sum of payments for each Subaccount. The payment for a Subaccount is the number of Annuity Units for that Subaccount multiplied by the Annuity Unit value for that Subaccount seven days before the monthly anniversary of the Maturity Date. Following the Maturity Date, the Annuity Unit value of each Subaccount for any Valuation Period will equal the Annuity Unit value for the preceding Valuation Period multiplied by the product of (a) and (b), where: (a) is the net investment factor for the Valuation Period for which we are calculating the Annuity Unit value; and (b) is an assumed interest rate factor equal to .99991902 raised to a power equal to the number of days in the Valuation Period. The assumed interest rate factor in (b) above is the daily equivalent of dividing by one plus the assumed investment interest rate of 3%. We may offer a plan that has a different assumed investment interest rate. If we do, the assumed interest rate factor we use in (b) above would change. If you have elected Payment Optimizer Plus, the assumed interest rate will be 4% and the assumed interest rate factor in (b) will equal .99989255 raised to a power equal to the number of days in the Valuation Period. 98 - - Transfers After the Maturity Date If we are making variable income payments, the payee may change the Subaccounts from which we are making the payments three times each calendar year. If you elect Payment Optimizer Plus, the benefits you receive under such rider may be reduced if, after a transfer, your assets (Annuity Units) are not allocated in accordance with the prescribed Investment Strategy. Transfers may not be made if income payments are being received pursuant to the terms of Guaranteed Income Advantage. The transfer will be effective as of the end of the Valuation Period during which we receive written request at our Home Office. We reserve the right to limit the number of transfers, if necessary, for the contract to continue to be treated as an annuity under the Code. We also reserve the right to refuse to execute any transfer if any of the Subaccounts that would be affected by the transfer is unable to purchase or redeem shares of the Portfolio in which the Subaccount invests or if the transfer would adversely affect Annuity Unit values. If the number of Annuity Units remaining in a Subaccount after a transfer is less than 1, we will transfer the remaining balance in addition to the amount requested for the transfer. We will not allow a transfer into any Subaccount unless the number of Annuity Units of that Subaccount after the transfer is at least 1. The amount of the income payments as of the date of the transfer will not be affected by the transfer. We will not charge for transfers made after the Maturity Date. We do not permit transfers between the Subaccounts and the Guarantee Account after the Maturity Date. We also do not permit transfers in the Guarantee Account from one interest rate guarantee period to another interest rate guarantee period. Guaranteed Income Advantage Guaranteed Income Advantage provides a guaranteed income benefit that is based on the amount of assets you invest in the GIS Subaccount(s). Under the rider, you will receive a series of monthly income payments determined on the earlier of the date you designate payments from the GIS Subaccount(s) to begin (the "Income Start Date") or the date you annuitize the contract (the "Maturity Date"). Each series of monthly income payments is referred to as a segment. The guaranteed income benefit may be comprised of one or more segments. If you meet the conditions of the rider, as discussed more fully below, the amount of your monthly income payment, for each segment, will have a guaranteed income floor, and the guaranteed income floor will not vary based on the market performance of the Subaccounts in which your assets are allocated. There is an extra charge for this rider. You may not allocate premium payments or assets in your contract directly to the GIS Subaccount(s). Payments to the GIS Subaccount(s) must be made through a series of scheduled transfers. As discussed in the "Scheduled Transfers" section below, scheduled transfers may be made in advance of their due date. In other words, you will have the ability to "pre-pay" transfers into the GIS Subaccount(s). Guaranteed Income Advantage may not be available in all states or in all markets. We reserve the right to discontinue offering Guaranteed Income Advantage at any time and for any reason. Each segment has its own effective date, Income Start Date, series of scheduled transfers, monthly income plan and guaranteed annual income factor. If you wish to elect this rider, you must do so at the time of application. You may add additional segments on any contract monthly anniversary for a maximum of five segments, provided the Annuitant is age 70 or younger at the time the segment is elected. We reserve the right to allow additional segments in the future. Scheduled Transfers The first scheduled transfer is made to the GIS Subaccount(s) as of the effective date of the segment. Scheduled transfers if due will continue to be made on each monthly anniversary of that date until the earlier of the Income Start Date or the Maturity Date. Scheduled transfers may be made in advance of the monthly anniversaries on which they become due. If any month ends before the monthly anniversary or on a day that is not a Valuation Day, the next Valuation Day will be treated as the monthly anniversary for that month. Only scheduled transfers can be made into the GIS Subaccount(s). Premium payments may not be made directly to the GIS Subaccount(s). Scheduled transfers are made first to the GIS Subaccount(s) of the segment that has been in effect for the longest period of time. Scheduled transfers will first be made on a prorata basis from the Subaccounts to which you have allocated assets, excluding the GIS Subaccount(s). There is a minimum scheduled transfer of $100. If amounts available for transfer on the date of the scheduled transfer are not enough to make the scheduled transfer, that scheduled transfer and any future scheduled transfers will not be made with respect to that segment. Your guaranteed income floor for that segment will be based upon scheduled transfers made to that date. Partial Surrenders and Transfers You may take a partial surrender or make transfers from the GIS Subaccount(s) at any time prior to the earlier of the Income Start Date or the Maturity Date. Except for the annual contract 99 maintenance charge and any transfer charge (if applicable), any rider charge and contract charge not taken as an asset based charge from the GIS Subaccount(s) will be treated as partial surrenders for purposes of calculating the guaranteed income floor and scheduled transfers made. Once you take a partial surrender or make a transfer from a segment, you will not be permitted to make any additional scheduled transfers to that segment. Your guaranteed income floor will be adjusted to reflect the amount partially surrendered or transferred by using a recalculation of scheduled transfers made as described below. After such partial surrender or transfer, the scheduled transfers made will equal (a) multiplied by (b) divided by (c), where: (a) is the scheduled transfers made prior to such partial surrender or transfer; (b) is the value of the applicable GIS Subaccount(s) after such partial surrender or transfer; and (c) is the value of the applicable GIS Subaccount(s) before such partial surrender or transfer. Unless you instruct otherwise, partial surrenders will first be deducted from the Subaccounts in which you have allocated assets, excluding the GIS Subaccount(s). These deductions will be taken on a prorata basis. Partial surrenders will then be deducted from the GIS Subaccount(s) from the segment that has been in effect for the shortest period of time. Transfers from the GIS Subaccount(s) will be subject to the provisions stated in the "Transfers" provision of this prospectus. Monthly Income You may elect to receive monthly income under this rider or you may elect to transfer the value in the GIS Subaccount(s) to another investment option under your contract and receive income payments. If you elect to transfer the value in the GIS Subaccount(s) to another investment option, you will lose the guaranteed income benefit for that segment. On the Income Start Date, we will begin making monthly income payments in accordance with the monthly income plan chosen by you. The Income Start Date for the first segment is determined at application. The Income Start Date for each additional segment is determined at the time that segment is added to the contract. Once established, these Income Start Dates cannot be changed. For a single Annuitant, monthly income will be based on a Life Income with a 10 Year Period Certain plan. For Joint Annuitants, monthly income will be based on a Joint Life and Survivor Income with a 10 Year Period Certain plan. Different options may be elected prior to the effective date of the segment and must be approved by us. Please note that all Optional Payment Plans listed may not be available. See "Optional Payment Plans" in the "Income Payments" provision of this prospectus for additional information on available payment options. Once monthly income payments begin, we will allocate payments to the investment options in which you have allocated assets at that time, excluding the GIS Subaccount(s), unless you choose to have monthly income payments made directly to you. Monthly income is calculated as of the first Valuation Day of each annuity year. If the first day of the annuity year does not begin on a Valuation Day, payments will be calculated on the next succeeding Valuation Day. Monthly income from the segment will not change from month to month during an annuity year; however, if another segment begins monthly payments after payments have already begun from other segments, your total monthly payments may increase due to the fact payments are being made from multiple segments. How Income Payments are Calculated Initial Income Payment. The initial annual income amount under any applicable payment plan is calculated by taking (a) multiplied by (b), divided by (c), where: (a) is the annual income rate per $1,000 in the contract for the income payment plan elected and the gender(s) and settlement age(s) of the Annuitant(s) as shown in the rider as of the Income Start Date; (b) is the value in the applicable GIS Subaccount(s) as of the Income Start Date, less any applicable premium tax; and (c) is $1,000. Income rates, for purposes of Guaranteed Income Advantage, are based on the Annuity 2000 Mortality Tables, using an assumed interest rate of 3.5%. The initial monthly income is the greater of the level income amount and the guaranteed income floor. We determine the level income amount by applying the annual income amount to a 12 month, period certain, single payment immediate annuity. The guaranteed income floor is equal to (a) multiplied by (b) multiplied by (c), where: (a) is the scheduled transfer; (b) is the guaranteed annual income factor divided by 12; and (c) is the number of scheduled transfers made, adjusted for partial surrenders and transfers. 100 The guaranteed income floor is equal to (a) multiplied by (b), where: (a) is the scheduled transfers made into the GIS Subaccount(s), adjusted for partial surrenders and transfers; and (b) is the guaranteed annual income factor divided by 12. Subsequent Income Payments. Subsequent income payments are determined by Annuity Units. The amount of any subsequent annual income amount may be greater or less than the initial amount. The number of Annuity Units is determined by dividing the dollar amount of the initial annual income amount by the Annuity Unit values as of the Income Start Date. Your number of Annuity Units under a particular segment remains fixed. The dollar amount of each subsequent annual income amount is determined by multiplying your number of Annuity Units by the Annuity Unit value as of the Valuation Day each annuity year begins. The number of Annuity Units for each Subaccount is determined by dividing the portion of the initial annual income amount attributable to that Subaccount by the Annuity Unit value for that Subaccount as of the Income Start Date. The dollar amount of each subsequent annual income amount is the sum of the amounts from each Subaccount. The amount is determined by multiplying your number of Annuity Units in each Subaccount by the Annuity Unit value for that Subaccount as of the Valuation Day each annuity year begins. An adjustment account is established on the Income Start Date. The adjustment account tracks the difference between the level income amount and the guaranteed income floor when the level income amount is less than the guaranteed income floor. You will not receive monthly income above the guaranteed income floor unless future performance of the underlying Subaccount(s) is sufficient to reduce the adjustment account to zero. Therefore, poor long-term performance of the underlying Subaccount(s) may result in monthly income equal to the guaranteed income floor, even if the underlying Subaccount(s) performs well in a particular year. The value of the adjustment account will be the greater of (a) and (b), where: (a) is zero; and (b) is 12 multiplied by the guaranteed income floor minus 12 multiplied by the initial level income amount. The actual monthly income in subsequent annuity years is the greater of (a) and (b), where: (a) is the subsequent level income amount minus any value in the adjustment account as of the date the last monthly income was made divided by 12; and (b) is the guaranteed income floor. For monthly income in subsequent annuity years, the value of the adjustment account will be the greater of (a) and (b) where: (a) is zero; and (b) is the value of the adjustment account as of the date that the last monthly income was made, plus 12 multiplied by the actual subsequent monthly income, minus 12 multiplied by the subsequent level income amount. On the Income Start Date, if any monthly income would be $100 or less, we reserve the right to reduce the frequency of transfers or payments to an interval that would result in each amount being at least $100. If the annual amount is less than $100, we will pay you the value in the applicable GIS Subaccount as of the Income Start Date and that segment will terminate. On the Maturity Date, no further scheduled transfers can be added to the GIS Subaccount(s). On this date, monthly income will be included as part of income payments in accordance with your income payment plan selected. Death Provisions The following provisions apply to any and all segments with regard to the death of any Annuitant. Special Distribution Rules When Death Occurs Before Income Start Date and Maturity Date. For a surviving spouse who is an Annuitant and a designated beneficiary, the following will apply: (1) Upon notification of death: (a) the value of all Subaccounts, excluding the value of the GIS Subaccount(s), will be transferred to the GE Investments Funds, Inc. -- Money Market Fund; and (b) scheduled transfers if due will continue to be made. (2) If the surviving spouse elects to continue the contract, on receipt of proof of death and all required forms at our Home Office: (a) the death benefit under the contract will be allocated on a prorata basis to the investment options in which assets are then allocated; (b) all current segments will continue; and (c) the surviving spouse may elect to fund new segments on a contract monthly anniversary, if then eligible. 101 For a surviving spouse, who is the designated beneficiary of any portion of the contract but not an Annuitant, the following will apply: (1) Upon notification of death: (a) the value of all Subaccounts, including the GIS Subaccount(s), will be transferred to the GE Investments Funds, Inc. -- Money Market Fund; and (b) all existing segments will terminate. (2) If the surviving spouse elects to continue the contract, on receipt of proof of death and all required forms at our Home Office: (a) we will allocate the death benefit under the contract on a prorata basis to the investment options in which assets are then allocated; and (b) the surviving spouse may elect to fund new segments on a contract monthly anniversary, if then eligible. Special Distribution Rules When Death Occurs On or After Income Start Date and Before Maturity Date. If any Annuitant dies on the Income Start Date, the death benefit is reduced prorata by the same proportion that the value in the GIS Subaccount(s) is to the total Contract Value. If any Annuitant dies after the Income Start Date but before the Maturity Date, proceeds will be paid under this rider, unless the surviving spouse continues the contract. The amount of proceeds payable under this rider will be the greater of (a) and (b), where: (a) is the commuted value of the remaining period certain of the guaranteed income floor; and (b) is the commuted value of the remaining period certain of the annual income amount. Commuted values will be calculated at a rate not greater than 1% above the rate at which the payments and Annuity Units were calculated. We will calculate the commuted values on the date that we receive proof of death and all required forms at our Home Office. For a surviving spouse who is an Annuitant and designated beneficiary, the following will apply: (1) Upon notification of death: (a) the value of all Subaccounts, excluding the value of the GIS Subaccount(s), will be transferred to the GE Investments Funds, Inc. -- Money Market Fund; and (b) scheduled transfers if due will continue to be made. (2) If the surviving spouse elects to continue the contract, on receipt of proof of death and all required forms at our Home Office: (a) the death benefit will be allocated on a prorata basis to the investment options in which assets are then allocated including any rider segments that are in effect prior to the Income Start Date; (b) all current segments will continue; and (c) the surviving spouse may elect to fund new segments on any contract monthly anniversary, provided he or she meets the eligibility requirements. For a surviving spouse, who is the designated beneficiary of any portion of the contract but not an Annuitant, the following will apply; (1) Upon notification of death; (a) all value of the Subaccounts will be transferred to the GE Investments Funds, Inc. -- Money Market Fund; and (b) all existing segments not past the Income Start Date will terminate. (2) If the surviving spouse elects to continue the contract, on receipt of proof of death and all required forms at our Home Office: (a) the death benefit will be allocated on a prorata basis to the investment options in which assets are then allocated; (b) any segment past its Income Start Date will continue any remaining period certain payments; and (c) the surviving spouse may elect to fund new segments on any contract monthly anniversary, provided he or she meets the eligibility requirements. The surviving spouse will become the named designated Annuitant. 102 Other Contract Charges Any rider and contract charges not taken on a daily basis will first be deducted on a prorata basis from all Subaccounts, excluding the GIS Subaccount(s). Any remaining charges will be deducted from the GIS Subaccount(s) of the segments beginning with the segment that has been in effect for the shortest period of time and that has not reached its Income Start Date. Except for the annual contract maintenance charge and any transfer charge (if applicable), any rider charge and contract charge not taken as an asset based charge from the GIS Subaccount(s) will be treated as partial surrenders for purposes of calculating the guaranteed income floor and scheduled transfers made. Termination of Rider This rider will terminate on the contract anniversary following the first date that there are no segments, unless you are eligible to buy a segment on that date. Ownership and Change of Ownership On the date that the contract is assigned or sold, unless under an involuntary assignment effected by legal process, all amounts in the GIS Subaccount(s) will be transferred to the GE Investments Funds, Inc. -- Money Market Fund. If you marry after the Contract Date, you may add your spouse as a Joint Owner and Joint Annuitant or as a Joint Annuitant only, subject to our approval. For purposes of this rider: . a non-natural owner must name an Annuitant and may name a Joint Annuitant; . a natural individual owner must also be an Annuitant; . if there is only one natural owner, that owner may name his or her spouse as a Joint Annuitant. 103 Examples The following example shows how Guaranteed Income Advantage works based on hypothetical values. The example is for illustrative purposes only and is not intended to depict investment performance of the contract and, therefore, should not be relied upon in making a decision to invest in the rider or contract. The example assumes that an owner purchases a contract with a male Annuitant age 60 at the time of issue and has elected a Life Income with 10 Years Certain payment plan. In addition, the example assumes that: (1) the owner purchases the contract for $96,000; (2) a bonus credit of $4,800 (5% of $96,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) the owner purchases only one segment; (5) the contract, including the GIS Subaccount investing in shares of the GE Investments Funds, Inc. -- Total Return Fund, earns a net return of 5%; (6) the owner makes scheduled transfers of $840 at the first of every month (for a total of $10,080 per year) for 10 years; and (7) the owner annuitizes the GIS Subaccount at the end of the 10th year.
Value of Value of Guaranteed Subaccounts Value of GIS Value of GIS Minimum at Scheduled Subaccounts Subaccount Scheduled Subaccount Annual Beginning Transfers at End at Beginning Transfers at End Payment Year of Year Made of Year of Year Made of Year Accrued - ------------------------------------------------------------------------------------- 1 $100,800 $10,080 $95,308 $ 0 $10,080 $ 10,341 $ 1,004 2 95,308 10,080 89,551 10,341 10,080 21,180 2,008 3 89,551 10,080 83,518 21,180 10,080 32,540 3,012 4 83,518 10,080 77,194 32,540 10,080 44,448 4,016 5 77,194 10,080 70,566 44,448 10,080 56,928 5,020 6 70,566 10,080 63,620 56,928 10,080 70,009 6,024 7 63,620 10,080 56,339 70,009 10,080 83,720 7,029 8 56,339 10,080 48,708 83,720 10,080 98,091 8,033 9 48,708 10,080 40,711 98,091 10,080 113,154 9,037 10 40,711 10,080 32,328 113,154 10,080 128,942 10,041 - -------------------------------------------------------------------------------------
Assuming the above, we will make guaranteed payments of $10,041 (annually) to the owner for the life of the Annuitant or for 10 years, whichever is longer. The table below shows how calculated payments and the adjustment account may vary and affect the payment to the owner.
Adjustment Calculated Guaranteed Payment Account Year Payment Payment to Owner Balance - ---------------------------------------------- 11 $ 9,903 $10,041 $10,041 $138 12 10,029 10,041 10,041 150 13 10,156 10,041 10,041 35 14 10,285 10,041 10,250 0 15 10,416 10,041 10,416 0 16 10,548 10,041 10,548 0 17 10,682 10,041 10,682 0 18 10,817 10,041 10,817 0 19 10,954 10,041 10,954 0 20 11,094 10,041 11,094 0 - ----------------------------------------------
104 The following example shows how Guaranteed Income Advantage works based on hypothetical values. The example is for illustrative purposes only and is not intended to depict investment performance of the contract and, therefore, should not be relied upon in making a decision to invest in the rider or contract. The example assumes that an owner purchases a contract with a male Annuitant age 60 at the time of issue and has elected a Life Income with 10 Years Certain payment plan. In addition, the example assumes that: (1) the owner purchases the contract for $96,000; (2) a bonus credit of $4,800 (5% of $96,000) is applied to the contract; (3) the owner makes no additional premium payments; (4) the owner purchases only one segment; (5) the contract, including the GIS Subaccount investing in shares of the GE Investments Funds, Inc. -- Total Return Fund, earns a net return of 5%; (6) the owner transfers the entire $100,800 ($96,000 + $4,800) into the GIS Subaccount at the beginning of year 1; and (7) the owner annuitizes the GIS Subaccount at the end of the 10th year.
Value of Value of Value of Guaranteed Subaccounts Value of GIS GIS Minimum at Scheduled Subaccounts Subaccount Scheduled Subaccount Annual Beginning Transfers at End at Beginning Transfers at End Payment Year of Year Made of Year of Year Made of Year Accrued - ----------------------------------------------------------------------------------- 1 $100,800 $100,800 $0 $ 0 $100,800 $105,652 $10,041 2 0 0 0 105,652 0 110,738 10,041 3 0 0 0 110,738 0 116,069 10,041 4 0 0 0 116,069 0 121,656 10,041 5 0 0 0 121,656 0 127,512 10,041 6 0 0 0 127,512 0 133,650 10,041 7 0 0 0 133,650 0 140,084 10,041 8 0 0 0 140,084 0 146,827 10,041 9 0 0 0 146,827 0 153,895 10,041 10 0 0 0 153,895 0 161,303 10,041 - -----------------------------------------------------------------------------------
Assuming the above, we will make guaranteed payments of $10,041 (annually) to the owner for the life of the Annuitant or for 10 years, whichever is longer. The table below shows how calculated payments and the adjustment account may vary and affect the payment to the owner.
Adjustment Calculated Guaranteed Payment Account Year Payment Payment to Owner Balance - ---------------------------------------------- 11 $12,388 $10,041 $12,388 $0 12 12,546 10,041 12,546 0 13 12,705 10,041 12,705 0 14 12,866 10,041 12,866 0 15 13,030 10,041 13,030 0 16 13,195 10,041 13,195 0 17 13,362 10,041 13,362 0 18 13,532 10,041 13,532 0 19 13,704 10,041 13,704 0 20 13,878 10,041 13,878 0 - ----------------------------------------------
105 Tax Treatment of Guaranteed Income Advantage Monthly income payments allocated to investment options under the contract and other transfers to investment options are generally not subject to tax. However, if you have elected to have monthly income payments paid to you and subsequently direct that they be allocated to investment options under the contract, monthly income payments so allocated may continue to be subject to tax under certain circumstances. If you have elected to have monthly income payments paid to you, you should consult a tax adviser before changing that election. Monthly income payments and other distributions you receive before the Maturity Date are subject to tax as partial surrenders. If your contract is a Non-Qualified Contract, this means that you will pay tax at ordinary income tax rates on the amount you receive to the extent that your Contract Value before the monthly income payment exceeds your "investment in the contract," i.e., generally, the total of your premium payments under the contract reduced by any amounts you previously received from the contract that you did not include in your income. (It is important to note that the taxation of each payment is determined based on the total Contract Value and total investment in the contract, not the value in a particular segment or the premium payments that may be considered to have been allocated to that segment.) The Code imposes a higher rate of tax on ordinary income than it does on capital gains. Monthly income payments you receive before the Maturity Date may also be subject to a penalty tax equal to 10% of the amount of such payments that are included in you gross income. Monthly income payments you receive on or after the Maturity Date will be subject to tax as income payments. A portion of each payment will be treated as nontaxable recovery of your "investment in the contract" (see above) and the remainder will be taxed at ordinary income tax rates. We will notify you annually of the taxable amount of your income payments. If income payments cease because of the death of the Annuitant(s) and before the total amount of the "investment in the contract" has been recovered, the unrecovered amount generally will be deductible. Persons intending to purchase Guaranteed Income Advantage in connection with a qualified retirement plan should obtain advice from a tax adviser. For further information on the tax treatment of partial surrenders and income payments, see the "Tax Matters" provision below. Payment Optimizer Plus Payment Optimizer Plus provides for a guaranteed income benefit that is based on the amount of premium payments you make to your contract. Please note that we do not consider Bonus Credits as "premium payments" for purposes of the contract and this rider. Therefore, any applicable Bonus Credit will not be included in the benefit base. You will have to reset your benefit under the terms of the rider to capture the Bonus Credit or any related earnings in the benefit base. Under the rider, you will receive a series of monthly income payments determined on the Maturity Date. If you meet the conditions of the rider, as discussed more fully below, the amount of your monthly income payment will have a guaranteed payment floor, and the guaranteed payment floor will not vary based on the market performance of the Subaccounts in which your assets are allocated. In addition, you will be eligible to receive at least the value of your premium payments in monthly income or additional death proceeds, even if your Contract Value reduces to zero. The rider includes an "immediate annuitization" feature that provides you the opportunity to receive monthly income payments within the first year of the contract. Under the rider, you also may request to terminate your contract and rider at any time after the Maturity Date and receive the commuted value of your income payments, minus a commutation charge, in a lump sum, so long as the termination is after the right to cancel period under your contract. These and other features of the rider are more fully discussed below. Please note that the commutation feature in Payment Optimizer Plus may not be available in all states. Please review the features of Payment Optimizer Plus available in the contract issued in your state before making a decision to elect the rider. This rider may not be available in all states or in all markets. We reserve the right to discontinue offering the rider at any time and for any reason. If you wish to elect this rider, you must do so at the time of application. There is an extra charge for this rider. Investment Strategy In order to receive the full benefit provided by this rider, you must invest all premium payments and allocations in accordance with a prescribed Investment Strategy. If you do not allocate all assets in accordance with a prescribed Investment Strategy, your benefit will be reduced by 50%. Even if your benefit is reduced, you will continue to pay the full amount charged for the rider. Investment Strategies may change from time to time. You may allocate your assets in accordance with your Investment Strategy prescribed at the time the contract was issued, or in 106 accordance with the Investment Strategy in effect at the time you reset your benefit. Therefore, you may have assets allocated to an Investment Strategy that is different than the Investment Strategy described in this prospectus. Your ability to choose different Investment Strategies is limited, as described below. The Investment Strategy includes Designated Subaccounts and Asset Allocation Model C. Under this Investment Strategy, contract owners may allocate assets to either Asset Allocation Model C or to one or more Designated Subaccounts. Contract owners may not allocate assets to Asset Allocation Model C and one or more Designated Subaccounts. Contract owners, however, may elect to participate in the Defined Dollar Cost Averaging program, which permits the owner to systematically transfer a fixed dollar amount on a monthly basis for twelve months from the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund to one of the available Investment Strategy options. The Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund is only available as part of the Defined Dollar Cost Averaging Program. For more information about Asset Allocation Model C, the Subaccounts comprising Asset Allocation Model C and the Designated Subaccounts, and the Defined Dollar Cost Averaging program, please see the "Subaccounts" and "Asset Allocation Program" and "Defined Dollar Cost Averaging Program" provisions of this prospectus. On a monthly basis, we will rebalance your Contract Value to the Subaccounts in accordance with the percentages that you have chosen to invest in the Designated Subaccounts or in accordance with the allocations that comprise Asset Allocation Model C. In addition, we will also rebalance your Contract Value on any Valuation Day after any transaction involving a withdrawal, receipt of a premium payment or a transfer of Contract Value, unless you instruct us otherwise. If you are participating in the Defined Dollar Cost Averaging program, rebalancing will not affect the assets allocated to the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund. Shares of a Portfolio may become unavailable under the contract for new premium payments, transfers, and asset rebalancing. As a result, shares of a Portfolio may also become unavailable under your Investment Strategy. Investment Strategies may be modified to respond to such events by removing unavailable Portfolios and adding new Portfolios as appropriate. Because such changes may affect your allocation instructions, you will need to provide updated allocation instructions to comply with the modified Investment Strategy. If you do not provide updated allocation instructions, any subsequent premium payments or transfers requesting payment to an unavailable Portfolio will be considered not in good order. Periodic rebalancing to unavailable Portfolios will cease and any imbalances in percentages due to lack of asset rebalancing will not cause a reduction in your benefit. If you request a transfer or send a subsequent premium payment with allocation instructions to a Portfolio that is not part of the prescribed Investment Strategy, we will honor your instructions. Please be aware, however, that your total Contract Value will not be invested in accordance with the prescribed Investment Strategy, and your benefit base will be reduced by 50%, resulting in a reduction in your benefit. You may elect to resume participation in the prescribed Investment Strategy at your next available reset date, as described in the "Reset of Benefit Base" provision below, provided we receive written notice of your election at our Home Office at least 15 days prior to that date. If you elect to participate in the Investment Strategy, your benefit base will be reset to your Contract Value as of that date. At that time, the charge for this rider will also be reset. The new charge, which may be higher than your previous charge, is guaranteed not to exceed an annual rate of 1.25%. The current Investment Strategy is as follows: (1) owners may allocate assets to the following Designated Subaccounts: AllianceBernstein Variable Products Series Fund, Inc. -- AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B; BlackRock Variable Series Funds, Inc. -- BlackRock Global Allocation V.I. Fund -- Class III; Fidelity Variable Insurance Products Fund -- VIP Balanced Portfolio -- Service Class 2; Franklin Templeton Variable Insurance Products Trust -- Franklin Income Securities Fund -- Class 2 Shares; Franklin Templeton Variable Insurance Products Trust -- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares; GE Investments Funds, Inc. -- Total Return Fund -- Class 3 Shares; Janus Aspen Series -- Balanced Portfolio -- Service Shares; MFS(R) Variable Insurance Trust -- MFS(R) Total Return Series -- Service Class Shares; Oppenheimer Variable Account Funds -- Oppenheimer Balanced Fund/VA -- Service Shares; and/or 107 The Universal Institutional Funds, Inc. -- Equity and Income Portfolio -- Class II Shares; OR (2) owners may allocate assets to Asset Allocation Model C. Effective May 1, 2008, shares of the XTF Advisors Trust -- ETF 60 Portfolio are no longer available under the contract for new premium payments, transfers and asset rebalancing. As a result, shares of the Portfolio are also unavailable under your Investment Strategy. We have removed the Portfolio as a Designated Subaccount in the Investment Strategy. Because this change may affect your allocation instructions, you will need to provide updated allocation instructions to comply with the modified Investment Strategy. If you do not provide updated allocation instructions, any subsequent premium payments or transfers requesting payment to the Portfolio will be considered not in good order. Contract owners may elect to participate in the Defined Dollar Cost Averaging program when they apply for the contract. Defined Dollar Cost Averaging permits the owner to systematically transfer a fixed dollar amount on a monthly basis for twelve months from the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund to one of the available Investment Strategy options. The Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund is only available as part of the Defined Dollar Cost Averaging program. If, on the Maturity Date, you are allocating assets in accordance with the prescribed Investment Strategy and you later choose to allocate the value of Annuity Units without following the Investment Strategy, your income base will be reduced by 50% and the benefits you are eligible to receive under the rider will be reduced. However, if your benefit base was reduced due to not following the Investment Strategy and then not reset before your Maturity Date, this adjustment does not apply. On a monthly basis, we will rebalance the value of Annuity Units to the Subaccounts in accordance with the percentages that you have chosen for the Designated Subaccounts or in accordance with the allocations that comprises Asset Allocation Model C. If you are participating in the Defined Dollar Cost Averaging program, rebalancing will not affect the assets allocated to the Designated Subaccount investing in the GE Investments Funds, Inc. -- Money Market Fund. We will not reduce your benefit base or income base if you are not following the Investment Strategy due to a Portfolio liquidation or a Portfolio dissolution and the assets are transferred from the liquidated or dissolved Portfolio to another Portfolio. Benefit Base and Income Base Benefit base is used to calculate income base. Income base is used to calculate the guaranteed amount of monthly income. Income base is also used to calculate any additional death proceeds. If benefit base or income base is reduced, the benefits you are eligible for under this rider also will be reduced. The initial benefit base is equal to the sum of all premium payments received on the Contract Date. The benefit base remains in effect until adjusted as described below. If you have allocated assets in accordance with the prescribed Investment Strategy from the later of the Contract Date and the date on which benefit base was reset, as described in the "Reset of Benefit Base" provision below, any additional premium payments applied will be added to the benefit base as of the prior Valuation Day. Important Note. We reserve the right to exclude additional premium payments from being applied to the benefit base. As a result, it is possible that you would not be able to make subsequent premium payments after the initial premium payment to take advantage of the benefits provided by Payment Optimizer Plus that would be associated with such additional premium payments. For example, since your benefit base would not be increased for such subsequent premium payments, the monthly income payments associated with such premium payments would not have a guaranteed payment floor and such premium payments would not increase the income base for purposes of calculating the amount of any additional death proceeds. In addition, if you make premium payments that are not included in the calculation of your benefit base, you will pay a higher rider charge to the extent that the premium payments increase the Contract Value upon which the charge is imposed. Also, to the extent your Contract Value is increased by such premium payments, you are less likely to realize any benefit under Payment Optimizer Plus, because it is less likely that your Contract Value will be less than the benefit base or income base, as applicable. Bonus Credits will have a similar effect on your contract because they increase Contract Value but do not adjust the benefit base when they are applied to the contract. Before making premium payments that do not increase the benefit base, you should consider that: (i) the guaranteed payment floor, additional death proceeds, and other guarantees provided by this rider will not reflect such premium payments or Bonus Credits; (ii) any such premium payments or Bonus Credits make it less likely that you will receive any such benefits even if your Contract Value has declined; and (iii) this rider may not make sense for you if you intend to make premium payments that will not increase the benefit amount. If your benefit base was reduced due to not following the Investment Strategy and then not reset, any additional premium 108 payments applied will increase the benefit base on the prior Valuation Day by 50% of the premium payment. We reserve the right to exclude additional premium payments from being applied to the benefit base. All withdrawals, including any surrender charges, reduce the benefit base. The new benefit base is equal to (a) multiplied by (b) divided by (c), where: (a) is the benefit base as of the prior Valuation Day, adjusted for any additional premium payments received; (b) is the Contract Value following the withdrawal; and (c) is the Contract Value before the withdrawal. On the Maturity Date, the income base is set equal to the benefit base. Any withdrawal that occurs on the Maturity Date will be processed before benefit base is converted to income base. Reset of Benefit Base. If all of the Annuitants are ages 50 through 80, you may choose to reset your benefit base on an annual anniversary of the Contract Date that is at least 12 months after the later of the Contract Date and the last reset date. We must receive written notice of your election to reset your benefit base at our Home Office at least 15 days prior to the reset date. If you do reset your benefit base, as of that date, we will: . reset the benefit base to your Contract Value; . reset the charge for this rider. The new charge, which may be higher than your previous charge, will never exceed 1.25% annually; and . reset the Investment Strategy to the current Investment Strategy. You may not reset your benefit base after the Maturity Date. If on any contract anniversary any Annuitant is older than age 80, you may not reset your benefit base. Because the Maturity Date is determined by when you begin taking income payments, you should carefully consider when to start taking income payments if you elected Payment Optimizer Plus. The longer you wait before beginning to take income payments, the more opportunities you may have to reset the benefit base and thereby potentially increase the amount of income payments. If you delay starting to take income payments too long, however, you may limit the number of years available for you to take income payments in the future (due to life expectancy) and you may be paying for a benefit you are not using. Systematic Resets. You may elect to reset your benefit base automatically on an available contract anniversary (a "systematic reset"). If you have not previously elected to systematically reset your benefit, or if your election has terminated, we must receive written notice of your election to systematically reset your benefit at our Home Office at least 15 days prior to your next contract anniversary. A systematic reset of your benefit base will occur when your contract value is higher than the benefit base as of the available contract anniversary or, if the contract anniversary is not a Valuation Day, as of the next Valuation Day. By "available contract anniversary" we mean a contract anniversary on which you are eligible to reset your benefit, as such requirements (age and otherwise) are described herein. Systematic resets will continue until and unless: (a) the Investment Strategy is violated; (b) the owner (or owners) submits a written request to our Home Office to terminate systematic resets; (c) income payments begin via annuitization; (d) the Investment Strategy changes, allocations are affected, and we do not receive confirmation from you to our Home Office of new allocations; or (e) ownership changes. Please note that a systematic reset will occur on an available contract anniversary if contract value is even nominally higher than the benefit base (e.g., as little as $1.00 higher) and, therefore, a systematic reset may not be in your best interest because: (i) the charge for this rider may be higher than your previous charge; and (ii) the Investment Strategy will be reset to the current Investment Strategy (the Investment Strategy offered on the reset date). Please carefully consider whether it is in your best interest to elect to systematically reset your benefit base. Monthly Income The Maturity Date under this rider may be any Valuation Day after the first Valuation Day under the Contract. Prior to the date that monthly income begins, the Maturity Date may be changed to any Valuation Day after the first Valuation Day under the Contract. On the Maturity Date, we will begin the payment process for your monthly income payments. Monthly income will be paid to you over the life of the Annuitant(s), unless you elect otherwise. Beginning on the Maturity Date, monthly income will be calculated annually as of the first Valuation Day of each annuity year. An annuity year is the 109 one-year period beginning on the Maturity Date or on the annual anniversary of the Maturity Date. If the first day of an annuity year does not begin on a Valuation Day, the next Valuation Day will be used in calculating the monthly income for that annuity year. Monthly income will not vary during an annuity year. The amount may increase or decrease from annuity year to annuity year. How Income Payments are Calculated Guaranteed Payment Floor. The guaranteed payment floor is the guaranteed amount of each monthly income. The guaranteed payment floor is equal to (a) multiplied by (b) divided by (c), where: (a) is the income base; (b) is the guaranteed payment floor percentage for the attained age of the Annuitant for a single Annuitant contract or the attained age for younger living Annuitant for a Joint Annuitant contract on the Maturity Date (as specified in the contract); and (c) is 12. For purposes of this rider, the benefits provided under this rider, and the rider change, once a contract is a Joint Annuitant contract, it will remain a Joint Annuitant contract while the contract and rider are in effect. Initial Monthly Income. The initial monthly income is the greater of the level income amount and the guaranteed payment floor. The annual income amount is used to determine the level income amount. We determine the level income amount by applying the annual income amount to a 12 month, period certain, single payment immediate annuity. The initial annual income amount is equal to (a) multiplied by (b), where: (a) is the payment rate based upon the gender(s), when applicable, and settlement age(s) of the Annuitant(s) as shown in the rider, the Contract Value on the Valuation Day prior to the Maturity Date and the income base as of the Maturity Date; and (b) is the Contract Value on the Valuation Day prior to the Maturity Date less any premium tax. For purposes of this rider only, the payment rates are based on the Annuity 2000 Mortality Table, using an assumed interest rate of 4%. These annuity rates may not be as favorable as the current rates we would use to calculate payments under the "Life Income with Period Certain" annuity payment option available under this contract on the Maturity Date, and your Contract Value on the Maturity Date would be higher than under this rider because there would be no associated rider charge. Accordingly, payments under such an annuity payment option may be greater than payments under this rider. However, payments under such an annuity payment option would not have a guaranteed payment floor. In addition, you would not be guaranteed to be eligible to receive at least the value of your premium payments in monthly income payments or additional death proceeds even if your Contract Value reduces to zero, although payments under life income with period certain annuity payment options may also provide certain death proceeds. You should carefully consider which annuity payment option is right for you. Monthly Age Adjustment: The settlement age(s) is the Annuitant(s)'s age last birthday on the date monthly income begins, minus an age adjustment from the table below. The actual age adjustment may be less than the numbers shown.
Year Payments Begin Maximum -------------------- Age After Prior To Adjustment -------------------- 2005 2011 5 2010 2026 10 2025 -- 15
On the Maturity Date, if any monthly income payment would be $100 or less, we reserve the right to reduce the frequency of payments to an interval that would result in each amount being at least $100. If the annual payment would be less than $100, we will pay the Contract Value on the Valuation Day prior to the Maturity Date and the contract will terminate on the Maturity Date. Subsequent Monthly Income. Subsequent annual income amounts are determined by means of Annuity Units. The amount of any subsequent annual income amount may be greater or less than the initial payment. We guarantee that each subsequent payment will not be affected by variations in mortality experience from the mortality assumptions on which the first payment is based. The number of Annuity Units will be determined on the Maturity Date. The number will not change unless a transfer is made. The number of Annuity Units for a Subaccount is determined by dividing the initial annual income amount attributable to that Subaccount by the Annuity Unit value for that Subaccount as of the Maturity Date. The dollar amount of each subsequent annual income amount is the sum of the payments from each Subaccount. The payment is determined by multiplying your number of Annuity Units in each Subaccount by the Annuity Unit value for that Subaccount as of the Valuation Day each annuity year starts. An adjustment account is established on the Maturity Date. The adjustment account tracks the difference between the level income amount and the guaranteed payment floor when the level 110 income amount is less than the guaranteed payment floor. You will not receive monthly income above the guaranteed payment floor unless future performance of the underlying Subaccount(s) is sufficient to reduce the adjustment account to zero. Therefore, poor long-term performance of the underlying Subaccount(s) may result in monthly income equal to the guaranteed payment floor, even if the underlying Subaccount(s) performs well in a particular year. The value of the adjustment account on the Maturity Date will be the greater of (a) and (b), where: (a) is zero; and (b) is 12 multiplied by the guaranteed payment floor, minus 12 multiplied by the initial level income amount. Monthly income in subsequent annuity years will be calculated annually as of the first Valuation Day of each annuity year. The actual monthly income in subsequent annuity years is the greater of (a) and (b), where: (a) is the subsequent level income amount, minus any value in the adjustment account as of the date the last monthly income was paid divided by 12; and (b) is the guaranteed payment floor. For monthly income in subsequent annuity years, the value of the adjustment account will be the greater of (a) and (b), where: (a) is zero; and (b) is the value of the adjustment account as of the prior annuity year, plus 12 multiplied by the actual subsequent monthly income for the current annuity year, minus 12 multiplied by the subsequent level income amount for the current annuity year. Commutation Provision After the Maturity Date, you may request to terminate your contract and this rider. If the free look period as defined under the contract has ended, you will receive the commuted value of your income payments in a lump sum, calculated as described below (the "commutation value"). After this lump sum payment, income payments will end. Please note that the commutation feature in Payment Optimizer Plus may not be available in all states. Please review the features of Payment Optimizer Plus available in the contract issued in your state before making a decision to elect the rider. Commutation Value: The commutation value will be the lesser of (a) and (b) but not less than zero, where: (a) is (i) minus (ii) minus (iii), where: (i) is the income base less any premium tax; (ii) is the commutation charge; and (iii) is the sum of all monthly income paid; (b) is (i) minus (ii) minus (iii) plus (iv), where: (i) is the commutation base, which is described below, less any premium tax; (ii) is the commutation charge; (iii) is the adjustment account value; and (iv) is the level income amount multiplied by the number of months remaining in the current annuity year. The amount of the commutation charge will be the surrender charge that would otherwise apply under the contract, in accordance with the surrender charge schedule. Commutation Base: On any day that is a Valuation Day, the commutation base in a Subaccount is determined by multiplying the number of commutation units in that Subaccount by the value of the commutation unit for that Subaccount. The commutation base is equal to the sum of the commutation base amounts for each Subaccount. Commutation Units: On the Valuation Day prior to the Maturity Date, the commutation units in a Subaccount will be equal to the number of Accumulation Units for that Subaccount. The number of commutation units is reduced at the beginning of each annuity year. The reduction for each Subaccount equals (a) divided by (b), where: (a) is the annual income amount for the Subaccount; and (b) is the value of the commutation unit for the Subaccount on the first Valuation Day of the annuity year. Other events that will reduce the number of commutation units of a Subaccount are as follows: (1) transfers out of the Subaccount; (2) payment of commutation proceeds; (3) payment of death proceeds; and (4) deduction of applicable contract charges. Commutation units are canceled as of the end of the Valuation Period in which we receive notice in a form acceptable to us regarding an event that reduces commutation units. Transfers: When we perform Subaccount transfers after the Maturity Date, we will redeem the commutation units from the current Subaccount and purchase commutation units from the new Subaccount. The commutation base on the date of the 111 transfer will not be affected by the transfer. The number of commutation units added to the new Subaccount is (a) multiplied by (b), divided by (c), where: (a) is the number of commutation units transferred out of the current Subaccount; (b) is the value of a commutation unit of the current Subaccount; and (c) is the value of a commutation unit of the new Subaccount. Value of Commutation Units: The initial value of a commutation unit for each Subaccount is the initial value of the Accumulation Unit for that Subaccount. Thereafter, the value of a commutation unit at the end of every Valuation Day is the value of the commutation unit at the end of the previous Valuation Day multiplied by the net investment factor, as described in the contract. The value of a commutation unit may change from one Valuation Period to the next. Note on Calculation of Commutation Value: If you elect to terminate your contract and the rider and receive the commutation value, the commutation value is based on the commuted value of your income payments in a lump sum. The amount of income payments on which the commutation value is based on either (a) income base, which is a measure of premium payments (and Contract Value, if there is a reset) applied under the contract, and is used to calculate the guaranteed payment floor; and (b) commutation base, which is a measure of Contract Value had the contract not been "annuitized," and reflects the effect of market performance. In addition, the commutation value reflects the deduction of any applicable commutation charge. If you elect to terminate your contract after income payments have begun and receive the commutation value, you will receive the lesser of the adjusted income base and the adjusted commutation base (but not less than zero), as described in the calculation provided above. You should be aware that income base will not reflect any positive investment performance unless, on or before the Maturity Date, there was a reset of benefit base capturing such performance. As a result, the commutation value you receive will always be less than the income base (adjusted for any premium tax, commutation charge and monthly income paid) and will never reflect any of the positive investment performance experienced after a reset or after the Maturity Date. This rider is primarily designed to provide a guaranteed income payment with upside potential and, therefore, this rider may not make sense for you if you believe you may elect to terminate the contract and receive the commutation value after your contract has experienced positive investment performance. Accordingly, the total amount of commuted income payments you receive if you terminate the contract may be less than the total amount of income payments and additional death proceeds you would be guaranteed to receive if you did not terminate the contract. Death Provisions The following provisions apply to the rider. Special Distribution Rules When Death Occurs Before Monthly Income Starts. If the designated beneficiary is a surviving spouse who elects to continue the contract as the new owner, this rider will continue. Special Distribution Rules When the Last Annuitant Dies On or After Monthly Income Starts. If the last Annuitant dies after the Maturity Date, there may be additional death proceeds paid under this rider to the designated beneficiary in a lump sum. The amount of any additional death proceeds will be the greater of (a) and (b), where: (a) is (i) minus (ii), where: (i) is the income base; (ii) is the sum of all monthly income paid; and (b) is zero. When this Rider is Effective The effective date of the rider is the Contract Date. This rider may be terminated only when the contract is terminated. Change of Ownership We must approve any assignment or sale of this contract unless the assignment is made pursuant to a court order. General Provisions For purposes of this rider: . a non-natural owner must name an Annuitant and may name the Annuitant's spouse as a Joint Annuitant; . an individual owner must also be an Annuitant; . if there is only one owner, that owner may name only his or her spouse as a Joint Annuitant -- at issue; and . If you marry after issue, but prior to the Maturity Date, you may add your spouse as a joint owner and Joint Annuitant or as a Joint Annuitant only, subject to Home Office approval. 112 Examples The following examples show how Payment Optimizer Plus works based on hypothetical values. The examples are for illustrative purposes only and are not intended to depict investment performance of the contract and, therefore, should not be relied upon in making a decision to invest in the rider or contract. The examples assume that an owner purchases the contract with a male Annuitant, age 65, at the time of issue. The first example assumes that: (1) the owner purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract but is not applied to the benefit base at issue; (3) the owner makes no additional premium payments or partial withdrawals; (4) all Contract Value is allocated to the prescribed Investment Strategy at all times; (5) the contract earns a net return of 0%; (6) the benefit base is reset on each contract anniversary; (7) the Maturity Date is the third contract anniversary; (8) the guaranteed payment floor percentage is 7%; (9) the 12 month, period certain, single payment immediate annuity rate is 0%; and (10) there is no premium tax. On the Maturity Date, the income base is set equal to the benefit base.
Additional Monthly Death Annual Level Guaranteed Adjustment Proceeds - Annuity Income Income Payment Monthly Account Beginning Year Amount Amount Floor Income (End of Year) of Year ------------------------------------------------------------------ 1 $6,843 $570 $613 $613 $ 507 $105,000 2 6,580 548 613 613 1,277 97,650 3 6,327 527 613 613 2,301 90,300 4 6,083 507 613 613 3,568 82,950 5 5,849 487 613 613 5,068 75,600 ------------------------------------------------------------------
The annual income amount for annuity year 1 is determined by multiplying the Contract Value by a payment rate (in this example, $105,000 x .06517 = $6,843). The level income amount is determined by dividing the annual income amount by 12. In this example, for annuity year 1, the level income amount is $570 ($6,843 / 12). The guaranteed payment floor is determined by multiplying the income base by the guaranteed payment floor percentage and dividing that product by 12 (in this example, ($105,000 x .07) / 12 = $613). Monthly income is the greater of the guaranteed payment floor and the level income amount, which, for annuity year 1, is the greater of $613 and $570. The additional death proceeds equal the income base minus the sum of all monthly income paid. 113 This next example assumes that: (1) the owner purchases the contract for $100,000; (2) a bonus credit of $5,000 (5% of $100,000) is applied to the contract but is not applied to the benefit base at issue; (3) the owner makes no additional premium payments or withdrawals; (4) all Contract Value is allocated to the prescribed Investment Strategy at all times; (5) the contract earns a net return of 8%; (6) the benefit base is reset on the first contract anniversary; (7) the Contract Value at the end of the first contract year is $113,400; (8) the Maturity Date is the first contract anniversary; (9) the guaranteed payment floor percentage is 7%; and (10) there is no premium tax.
Income Base, Less Commutation Charge, Annual Monthly Commutation Adjustment Less Monthly Commutation Annuity Income Income Base - Account - Income Paid - Value - Year Amount Paid End of Year End of Year End of Year End of Year ------------------------------------------------------------------------ 1 $7,146 $7,938 $114,754 $ 792 $97,462 $97,462 2 7,421 7,938 115,919 1,308 90,524 90,524 3 7,707 7,938 116,869 1,539 83,586 83,586 4 8,003 7,938 117,575 1,474 76,648 76,648 5 8,311 7,938 118,006 1,101 69,710 69,710 6 8,631 7,938 118,125 409 62,772 62,772 7 8,963 8,554 117,895 0 55,218 55,218 ------------------------------------------------------------------------
The commutation base at the end of annuity year 1 (contract year 2) is determined by multiplying the Contract Value at the end of the first contract year less the annual income amount for annuity year 1 by 1.08 (($113,400 - $7,146) x 1.08 = $114,754). The commutation value at the end of annuity year 1 is equal to the lesser of (i) the income base, less the commutation charge, less monthly income paid ($113,400 - 8% x $100,000 - $7,938 = $97,462) and (ii) the commutation base, less the commutation charge, less the value of the adjustment account ($114,754 - 8% x $100,000 - $0 = $106,754). The commutation base at the end of annuity year 2 (contract year 3) is determined by multiplying the commutation base at the end of annuity year 1 less the annual income amount for annuity year 2 by 1.08 (($114,754 - $7,421) x 1.08 = $115,919). 114 TAX MATTERS Introduction This part of the prospectus discusses the Federal income tax treatment of the contract. The Federal income tax treatment of the contract is complex and sometimes uncertain. The Federal income tax rules may vary with your particular circumstances. This discussion does not address all of the Federal income tax rules that may affect you and your contract. This discussion also does not address other Federal tax consequences, or state or local tax consequences, associated with a contract. As a result, you should always consult a tax adviser about the application of tax rules to your individual situation. Taxation of Non-Qualified Contracts This part of the discussion describes some of the Federal income tax rules applicable to Non-Qualified Contracts. A Non-Qualified Contract is a contract not issued in connection with a qualified retirement plan receiving special tax treatment under the Code, such as an individual retirement annuity or a Section 401(k) plan. Tax deferral on earnings. The Federal income tax law generally does not tax any increase in an owner's Contract Value until there is a distribution from the contract. However, certain requirements must be satisfied in order for this general rule to apply, including: . an individual must own the contract (or the tax law must treat the contract as owned by an individual); . the investments of the Separate Account must be "adequately diversified" in accordance with Internal Revenue Service ("IRS") regulations; . the owner's right to choose particular investments for a contract must be limited; and . the contract's Maturity Date must not occur near the end of the Annuitant's life expectancy. Contracts not owned by an individual -- no tax deferral and loss of interest deduction. As a general rule, the Code does not treat a contract that is owned by an entity (rather than an individual) as an annuity contract for Federal income tax purposes. The entity owning the contract pays tax each year on the annual increase in Contract Value. Contracts issued to a corporation or a trust are examples of contracts where the owner is taxed on the contract's earnings. There are several exceptions to this rule. For example, the Code treats a contract as owned by an individual if the nominal owner is a trust or other entity that holds the contract as an agent for an individual. However, this non-qualified exception does not apply in the case of any employer that owns a contract to provide deferred compensation for its employees. In the case of a contract issued after June 8, 1997 to a taxpayer that is not an individual, or a contract held for the benefit of an entity, the entity will lose its deduction for a portion of its otherwise deductible interest expenses. This disallowance does not apply if the nonnatural owner pays tax on the annual increase in the Contract Value. Entities that are considering purchasing the contract, or entities that will benefit from someone else's ownership of a contract, should consult a tax adviser. Investments in the Separate Account must be diversified. For a contract to be treated as an annuity contract for Federal income tax purposes, the investments of the Separate Account must be "adequately diversified." The IRS has issued regulations that prescribe standards for determining whether the investments of the Separate Account, including the assets of each Portfolio in which the Separate Account invests, are adequately diversified. If the Separate Account fails to comply with these diversification standards, the owner could be required to pay tax for the year of such failure and each subsequent year on the untaxed income accumulated in the contract. Although we do not control the investments of all of the Funds, we expect that the Funds will comply with the IRS regulations so that the Separate Account will be considered "adequately diversified." Restrictions on the extent to which an owner can direct the investment of assets. In some circumstances, owners of variable contracts who possess excessive control over the investment of the underlying separate account assets may be treated as the owners of those assets and may be subject to tax on income produced by those assets. Although published guidance in this area does not address certain aspects of the contract, we believe that the owner of a contract should not be treated as the owner of the Separate Account assets. We reserve the right to modify the contract to bring it into conformity with applicable standards should such modification be necessary to prevent an owner of the contract from being treated as the owner of the underlying Separate Account assets. However, there is no assurance such efforts would be successful. Age at which income payments must begin. Federal income tax rules do not expressly identify a particular age by which income payments must begin. However, those rules do require that an annuity contract provide for amortization, through income payments of the contract's premiums paid and earnings. 115 If income payments begin or are scheduled to begin at a date that the IRS determines does not satisfy these rules, interest and gains under the contract could be taxable each year as they accrue. No guarantees regarding tax treatment. We make no guarantees regarding the tax treatment of any contract or of any transaction involving a contract. However, the remainder of this discussion assumes that your contract will be treated as an annuity contract for Federal income tax purposes and that the tax law will not impose tax on any increase in your Contract Value until there is a distribution from your contract. Partial and total surrenders. A partial surrender occurs when you receive less than the total amount of the contract's Surrender Value. In the case of a partial surrender, you will pay tax on the amount you receive to the extent your Contract Value before the partial surrender exceeds your "investment in the contract." (This term is explained below.) This income (and all other income from your contract) is ordinary income. The Code imposes a higher rate of tax on ordinary income than it does on capital gains. A surrender occurs when you receive the total amount of the contract's Surrender Value. In the case of a surrender, you will pay tax on the amount you receive to the extent it exceeds your "investment in the contract." Your "investment in the contract" generally equals the total of your premium payments under the contract, reduced by any amounts you previously received from the contract that you did not include in your income. Your contract imposes charges relating to the death benefit, including any death benefit provided under an optional rider. It is possible that all or a portion of these charges could be treated as partial surrenders from the contract. In the case of Systematic Withdrawals, the amount of each Systematic Withdrawal should be considered a distribution and taxed in the same manner as a partial surrender from the contract. Any withdrawals taken pursuant to Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 are subject to tax as partial withdrawals. Any monthly income payments and other distributions received before the Maturity Date pursuant to Guaranteed Income Advantage or Principal Protection Advantage are also subject to tax as partial withdrawals. Assignments and pledges. The Code treats any assignment or pledge of (or agreement to assign or pledge) any portion of your Contract Value as a partial surrender of such amount or portion. Gifting a contract. If you transfer ownership of your contract -- without receiving full and adequate consideration -- to a person other than your spouse (or to your former spouse incident to divorce), you will pay tax on your Contract Value to the extent it exceeds your "investment in the contract." In such a case, the new owner's "investment in the contract" will be increased to reflect the amount included in your income. Taxation of income payments. The Code imposes tax on a portion of each income payment (at ordinary income tax rates) and treats a portion as a nontaxable return of your "investment in the contract." Withdrawals taken pursuant to Lifetime Income Plus, Lifetime Income Plus 2007 or Lifetime Income Plus 2008 and any monthly income payments and other distributions received before the Maturity Date pursuant to Guaranteed Income Advantage or Principal Protection Advantage are generally not taxed as income payments for federal income tax purposes. As discussed above, these payments should be considered distributions and taxed in the same manner as a partial withdrawal from the contract. We will notify you annually of the taxable amount of your income payment. Pursuant to the Code, you will pay tax on the full amount of your income payments once you have recovered the total amount of the "investment in the contract." If income payments cease because of the death of the Annuitant(s) and before the total amount of the "investment in the contract" has been recovered, the unrecovered amount generally will be deductible. If proceeds are left with us (Optional Payment Plan 4), they are taxed in the same manner as a surrender. The owner must pay tax currently on the interest credited on these proceeds. This treatment could also apply to Optional Payment Plan 3 depending on the relationship of the amount of the periodic payments to the period over which they are paid. Taxation of the death benefit. We may distribute amounts from your contract because of the death of an owner, a joint owner, or an Annuitant. The tax treatment of these amounts depends on whether the owner, joint owner, or Annuitant dies before or after the Maturity Date. Taxation of Death Benefit if Paid Before the Maturity Date: . the death benefit is taxed in the same manner as an income payment if received under an Optional Payment Plan; . if not received under an Optional Payment Plan, the death benefit is taxed in the same manner as a surrender or a partial surrender, depending on the manner in which the death benefit is paid. 116 Taxation of Death Benefit if Paid After the Maturity Date: . The death benefit is includible in income to the extent it exceeds the unrecovered "investment in the contract." Penalty taxes payable on surrenders, partial surrenders or income payments. The Code may impose a penalty tax equal to 10% of the amount of any payment from your contract that is included in your gross income. The Code does not impose the 10% penalty tax if one of several exceptions applies. These exceptions include partial and total surrenders or income payments that: . you receive on or after you reach age 59 1/2; . you receive because you became disabled (as defined in the tax law); . are received on or after the death of an owner; or . you receive as a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer. It is uncertain whether Systematic Withdrawals will qualify for this last exception. If they do, any modification of the Systematic Withdrawals, including additional partial surrenders apart from the Systematic Withdrawals, could result in certain adverse tax consequences. In addition, a transfer between the Subaccounts may result in payments not qualifying for this exception. Special rules if you own more than one contract. In certain circumstances, you may have to combine some or all of the Non-Qualified Contracts you own in order to determine the amount of an income payment, a total surrender, or a partial surrender that you must include in income. For example: . if you purchase a contract described by this prospectus and also purchase at approximately the same time an immediate annuity, the IRS may treat the two contracts as one contract; . if you purchase two or more deferred annuity contracts from the same life insurance company (or its affiliates) during any calendar year, the Code treats all such contracts as one contract for certain purposes. The effects of such aggregation are not clear. However, it could affect: . the amount of a surrender, a partial surrender or an income payment that you must include in income; and . the amount that might be subject to a penalty tax. Section 1035 Exchanges Under Section 1035 of the Code, the exchange of one annuity contract for another annuity contract generally is not taxed (unless cash is distributed). To qualify as a nontaxable exchange however, certain conditions must be satisfied, e.g., the obligee(s) under the new annuity contract must be the same obligee(s) as under the original contract. Upon the death of a non-spousal joint owner, the contract provides the surviving joint owner with the option of using the proceeds of this contract to purchase a separate annuity contract with terms and values that are substantially similar to those of this contract. Exercise of this option will not qualify as a tax-free exchange under Section 1035. Qualified Retirement Plans We also designed the contracts for use in connection with certain types of retirement plans that receive favorable treatment under the Code. Contracts issued to or in connection with retirement plans that receive special tax treatment are called "Qualified Contracts." We may not offer all of the types of Qualified Contracts described herein in the future. Prospective purchasers should contact our Home Office for information on the availability of Qualified Contracts at any given time. The Federal income tax rules applicable to qualified retirement plans are complex and varied. As a result, this prospectus makes no attempt to provide more than general information about use of the contract with the various types of qualified retirement plans. Persons intending to use the contract in connection with a qualified retirement plan should obtain advice from a tax adviser. Types of Qualified Contracts. The types of Qualified Contracts currently being offered include: . Traditional Individual Retirement Annuities (IRAs) permit individuals to make annual contributions of up to the lesser of a specified dollar amount for the year or the amount of compensation includible in the individual's gross income for the year. Certain employers may establish Simplified Employee Pensions (SEPs), which have higher contribution limits, on behalf of their employees. The Internal Revenue Service has not reviewed the contract for qualification as an IRA, and has not addressed in a ruling of general applicability whether death benefits such as those in the contract comport with IRA qualification requirements. . Roth IRAs permit certain eligible individuals to make non-deductible contributions to a Roth IRA. 117 Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% IRS penalty tax may apply to distributions made: (1) before age 59 1/2 (subject to certain exceptions); or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. . Corporate pension and profit-sharing plans under Section 401(a) of the Code allow corporate employers to establish various types of retirement plans for employees, and self-employed individuals to establish qualified plans ("H.R. 10 or Keough plans") for themselves and their employees. . 403(b) Plans allow employees of certain tax-exempt organizations and public schools to exclude from their gross income the premium payments made, within certain limits, to a contract that will provide an annuity for the employee's retirement. Distributions of: (1) salary reduction contributions made in years beginning after December 31, 1988; (2) earnings on those contributions; and (3) earnings on amounts held as of the last year beginning before January 1, 1989, are not allowed prior to age 59 1/2, severance from employment, death or disability. Salary reduction contributions (but not earnings) may also be distributed upon hardship, but would generally be subject to a 10% penalty tax. For contracts issued after 2008, amounts attributable to nonelective contributions may be subject to distribution restrictions specified in the employer's 403(b) Plan. Terms of qualified retirement plans and Qualified Contracts. The terms of a qualified retirement plan may affect your rights under a Qualified Contract. When issued in connection with a qualified retirement plan, we will amend a contract as generally necessary to conform to the requirements of the type of plan. However, the rights of any person to any benefits under qualified retirement plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract. In addition, we are not bound by the terms and conditions of qualified retirement plans to the extent such terms and conditions contradict the contract, unless we consent. Employer qualified plans. Qualified plans sponsored by an employer or employee organization are governed by the provisions of the Code and the Employee Retirement Income Security Act, as amended ("ERISA"). ERISA is administered primarily by the U.S. Department of Labor. The Code and ERISA include requirements that various features be contained in an employer qualified plan with respect to: participation; vesting; funding; nondiscrimination; limits on contributions and benefits; distributions; penalties; duties of fiduciaries; prohibited transactions; withholding; reporting and disclosure. In the case of certain qualified plans, if a participant is married at the time benefits become payable, unless the participant elects otherwise with written consent of the spouse, the benefits must be paid in the form of a qualified joint and survivor annuity. A qualified joint and survivor annuity is an annuity payable for the life of the participant with a survivor annuity for the life of the spouse in an amount that is not less than one-half of the amount payable to the participant during his or her lifetime. In addition, a married participant's beneficiary must be the spouse, unless the spouse consents in writing to the designation of a different beneficiary. If this contract is purchased as an investment of a qualified plan, the owner will be either an employee benefit trust or the plan sponsor. Plan participants and beneficiaries will have no ownership rights in the contract. Only the owner, acting through its authorized representative(s) may exercise contract rights. Participants and beneficiaries must look to the plan fiduciaries for satisfaction of their rights to benefits under the terms of the qualified plan. Where a contract is purchased by an employer-qualified plan, we assume no responsibility regarding whether the contract's terms and benefits are consistent with the requirements of the Code and ERISA. It is the responsibility of the employer, plan trustee, plan administrator and/or other plan fiduciaries to satisfy the requirements of the Code and ERISA applicable to the qualified plan. This prospectus does not provide detailed tax or ERISA information. Various tax disadvantages, including penalties, may result from actions that conflict with requirements of the Code or ERISA, and the regulations pertaining to those laws. Federal tax laws and ERISA are continually under review by Congress. Any changes in the laws or in the regulations pertaining to the laws may affect the tax treatment of amounts contributed to employer qualified plans and the fiduciary actions required by ERISA. IRAs and Roth IRAs. The Code permits individuals to make annual contributions to IRAs of up to the lesser of a specified dollar amount for the year or the amount of compensation includible in the individual's gross income for the year. The contributions may be deductible in whole or in part, depending on the individual's income. The Code also permits certain eligible individuals to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a 118 Roth IRA is generally subject to tax and other special rules apply. You should consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. The Internal Revenue Service has not reviewed the contract for qualification as an IRA, and has not addressed in a ruling of general applicability whether a death benefit provision such as the provision in this contract comports with IRA qualification requirements. You will be the owner of a contract issued as an IRA or Roth IRA, and will be responsible for exercising your rights as owner in accordance with applicable tax rules, including limitations for contributions and distributions. The death benefit and Qualified Contracts. Pursuant to IRS regulations, IRAs and 403(b) Plans may not invest in life insurance contracts. We do not believe that these regulations prohibit the death benefit, including that provided by any death benefit rider option, from being provided under the contracts when we issue the contracts as Traditional IRAs, Roth IRAs, SEPs or 403(b) Plans. However, the law is unclear and it is possible that the presence of the death benefit under a contract issued as a Traditional IRA, a Roth IRA or a SEP could disqualify a contract and result in increased taxes to the owner. It is also possible that the death benefit could be characterized as an incidental death benefit. If the death benefit were so characterized, this could result in currently taxable income to purchasers. In addition, there are limitations on the amount of incidental death benefits that may be provided under qualified retirement plans, such as in connection with a Section 403(b) plan. Even if the death benefit under the contract were characterized as an incidental death benefit, it is unlikely to violate those limits unless the purchaser also purchases a life insurance contract in connection with such plan. Treatment of Qualified Contracts compared with Non-Qualified Contracts. Although some of the Federal income tax rules are the same for both Qualified and Non-Qualified Contracts, many of the rules are different. For example: . the Code generally does not impose tax on the earnings under either Qualified or Non-Qualified Contracts until the earnings are distributed; . the Code does not limit the amount of premium payments and the time at which premium payments can be made under Non-Qualified Contracts. However, the Code does limit both the amount and frequency of premium payments made to Qualified Contracts; . the Code does not allow a deduction for premium payments made for Non-Qualified Contracts, but sometimes allows a deduction or exclusion from income for premium payments made to a Qualified Contract; . Under most qualified retirement plans, the owner must begin receiving payments from the contract in certain minimum amounts by a certain date, generally April 1 of the calendar year following the calendar year in which the owner attains age 70 1/2 for Traditional IRAs and SEPs and April 1 of the calendar year following the later of the calendar year in which the employee (except for a 5 percent owner) retires or attains age 70 1/2 for other Qualified Contracts. Roth IRAs do not require any distributions during the owner's lifetime. The death benefit under your contract and certain other benefits provided by the living benefit riders may increase the amount of the minimum required distribution that must be taken from your contract. The Federal income tax rules applicable to qualified retirement plans and Qualified Contracts vary with the type of plan and contract. For example, Federal tax rules limit the amount of premium payments that can be made, and the tax deduction or exclusion that may be allowed for the premium payments. These limits vary depending on the type of qualified retirement plan and the circumstances of the plan participant, e.g., the participant's compensation. Amounts received under Qualified Contracts. Federal income tax rules generally include distributions from a Qualified Contract in your income as ordinary income. Premium payments that are deductible or excludible from income do not create "investment in the contract." Thus, under many Qualified Contracts there will be no "investment in the contract" and you include the total amount you receive in your income. There are exceptions. For example, you do not include amounts received from a Roth IRA if certain conditions are satisfied. In addition, failure to comply with the minimum distribution rules applicable to certain qualified retirement plans, will result in the imposition of an excise tax. This excise tax generally equals 50% of the amount by which a minimum required distribution exceeds the actual distribution from the qualified retirement plan. Federal penalty taxes payable on distributions. The Code may impose a penalty tax equal to 10% of the amount of any payment from your Qualified Contract that is includible in your income. The Code does not impose the penalty tax if one of several exceptions apply. The exceptions vary depending on the type of Qualified Contract you purchase. For example, in the case of an IRA, exceptions provide that the penalty tax does not apply to a partial surrender, surrender, or annuity payment: . received on or after the owner reaches age 59 1/2; 119 . received on or after the owner's death or because of the owner's disability (as defined in the tax law); . received as a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer; or . received as reimbursement for certain amounts paid for medical care. These exceptions, as well as certain others not described here, generally apply to taxable distributions from other qualified retirement plans. However, the specific requirements of the exception may vary. Moving money from one Qualified Contract or qualified retirement plan to another. Rollovers and transfers: In many circumstances you may move money between Qualified Contracts and qualified retirement plans by means of a rollover or a transfer. Recent legislation has expanded these rollover options, including permitting the rollover of your after-tax contributions. Special rules apply to such rollovers and transfers. If you do not follow the applicable rules, you may suffer adverse Federal income tax consequences, including paying taxes which you might not otherwise have had to pay. You should always consult a qualified tax adviser before you move or attempt to move assets between any Qualified Contract or plan and another Qualified Contract or plan. Direct rollovers: The direct rollover rules apply to certain payments (called "eligible rollover distributions") from Section 401(a) plans, Section 403(b) plans, H.R. 10 plans, and Qualified Contracts used in connection with these types of plans. The direct rollover rules do not apply to distributions from IRAs. The direct rollover rules require Federal income tax equal to 20% of the taxable portion of an eligible rollover distribution to be withheld from the amount of the distribution, unless the owner elects to have the amount directly transferred to certain Qualified Contracts or plans. Certain restrictions apply to the ability to rollover any after-tax amounts. Prior to receiving an eligible rollover distribution from us, we will provide you with a notice explaining these requirements and the procedure for avoiding 20% withholding by electing a direct rollover. Federal Income Tax Withholding We will withhold and remit to the IRS a part of the taxable portion of each distribution made under a contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, Federal income tax rules may require us to withhold tax. At the time you request a partial or total surrender, or income payment, we will send you forms that explain the withholding requirements. State Income Tax Withholding If required by the law of your state, we will also withhold state income tax from the taxable portion of each distribution made under the contract, unless you make an available election to avoid withholding. If permitted under state law, we will honor your request for voluntary state withholding. Tax Status of the Company Under existing Federal income tax laws, we do not pay tax on investment income and realized capital gains of the Separate Account. We do not anticipate that we will incur any Federal income tax liability on the income and gains earned by the Separate Account. We, therefore, do not impose a charge for Federal income taxes. If Federal income tax law changes and we must pay tax on some or all of the income and gains earned by the Separate Account, we may impose a charge against the Separate Account to pay the taxes. Federal Estate Taxes While no attempt is being made to discuss the Federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent's gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning adviser for more information. Generation-Skipping Transfer Tax Under certain circumstances, the Code may impose a "generation skipping transfer tax" when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS. Annuity Purchases by Residents of Puerto Rico The IRS recently announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S. -- source income that is generally subject to United States Federal income tax. 120 Annuity Purchases by Nonresident Aliens and Foreign Corporations The discussion above provides general information regarding U.S. Federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. Federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser's country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S. state, and foreign taxation with respect to an annuity contract purchase. Foreign Tax Credits We may benefit from any foreign tax credits attributable to taxes paid by certain funds to foreign jurisdictions to the extent permitted under Federal tax law. Changes in the Law This discussion is based on the Code, IRS regulations, and interpretations existing on the date of this prospectus. Congress, the IRS, and the courts may modify these authorities, however, sometimes retroactively. REQUESTING PAYMENTS To request a payment, you must provide us with notice in a form satisfactory to us. We will ordinarily pay any partial surrender or total surrender proceeds from the Separate Account within seven days after receipt at our Home Office of a request in good order. We will also ordinarily make payment of lump sum death benefit proceeds from the Separate Account within seven days from the receipt of due proof of death and all required forms. We will determine the amount of the payment as of the end of the Valuation Period during which our Home Office receives the payment request or due proof of death and all required forms. In most cases, when we pay death benefit proceeds in a lump sum, we will pay these proceeds either: (1) to your designated beneficiary directly in the form of a check; or (2) by establishing an interest bearing draft account, called the "Secure Access Account," for the designated beneficiary, in the amount of the death benefit. When establishing the Secure Access Account we will send the designated beneficiary a draftbook within seven days after we receive all the required documents, and the designated beneficiary will have immediate access to the account simply by writing a draft for all or any part of the amount of the death benefit payment. The Secure Access Account is part of our General Account. It is not a bank account and it is not insured by the FDIC or any other government agency. As part of our General Account, it is subject to the claims of our creditors. We receive a benefit from all amounts left in the Secure Access Account. If we do not receive instructions from the designated beneficiary with regard to the form of death benefit payment, we will automatically establish the Secure Access Account for proceeds of $10,000 or more, unless state law requires a positive election. The Secure Access Account is not available in all states. We will delay making a payment from the Subaccount or applying Subaccount value to a payment plan if: (1) the disposal or valuation of the Subaccount is not reasonably practicable because: . the SEC declares that an emergency exists (due to the emergency the disposal or valuation of the Separate Account's assets is not reasonably practicable); . the New York Stock Exchange is closed for other than a regular holiday or weekend; . trading is restricted by the SEC; or (2) the SEC, by order, permits postponement of payment to protect our owners. State law requires that we reserve the right to defer payments from the Guarantee Account for a partial or total surrender for up to six months from the date we receive your request at our Home Office. We also may defer making any payments attributable to a check or draft that has not cleared until we are satisfied that the check or draft has been paid by the bank on which it is drawn. If mandated under applicable law, we may be required to reject a premium payment and/or block an owner's account and thereby refuse to pay any requests for transfers, partial surrenders, or death benefits until instructions are received from the appropriate regulators. We may also be required to provide additional information about you or your account to government regulators. 121 SALES OF THE CONTRACTS We have entered into an underwriting agreement with Capital Brokerage Corporation (doing business in Indiana as Genworth Financial Brokerage Corporation) (collectively, "Capital Brokerage Corporation") for the distribution and sale of the contracts. Pursuant to this agreement, Capital Brokerage Corporation serves as principal underwriter for the contracts, offering them on a continuous basis. Capital Brokerage Corporation is located at 6620 West Broad Street, Building 2, Richmond, Virginia 23230. Capital Brokerage Corporation will use its best efforts to sell the contracts, but is not required to sell any specific number or dollar amount of contracts. Capital Brokerage Corporation was organized as a corporation under the laws of the state of Washington in 1981 and is an affiliate of ours. Capital Brokerage Corporation is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority ("FINRA") (formerly, NASD, Inc.). Capital Brokerage Corporation offers the contracts through its registered representatives who are registered with FINRA and with the states in which they do business. More information about Capital Brokerage Corporation and the registered representatives is available at http://www.finra.org or by calling (800) 289-9999. You also can obtain an investor brochure from FINRA describing its Public Disclosure Program. Registered representatives with Capital Brokerage Corporation are also licensed as insurance agents in the states in which they do business and are appointed with the Company. Capital Brokerage Corporation also enters into selling agreements with an affiliated broker-dealer and unaffiliated broker-dealers to sell the contracts. The registered representatives of these selling firms are registered with FINRA and with the states in which they do business, are licensed as insurance agents in the states in which they do business and are appointed with us. We pay compensation to Capital Brokerage Corporation for promotion and sales of the contracts by its registered representatives as well as by affiliated and unaffiliated selling firms. This compensation consists of sales commissions and other cash and non-cash compensation. The maximum commission we may pay for the sale of a contract is 7.0% of a contract owner's aggregate premium payments. The maximum commission consists of three parts -- commissions paid to internal and external wholesalers of Capital Brokerage Corporation ("wholesalers" are individuals employed by the Company and registered with Capital Brokerage Corporation that promote the offer and sale of the contracts), commissions paid to the affiliated and unaffiliated brokerage firm ("selling firms") that employs the registered representative who sold your contract, and an amount paid to the selling firm for marketing and other payments related to the sale of the contract. Wholesalers with Capital Brokerage Corporation each may receive a maximum commission of 0.5% of your aggregate premium payments. After commission is paid to the wholesalers of Capital Brokerage Corporation, a commission is then paid to the selling firm. A maximum commission of 5.5% of your aggregate premium payments. The exact amount of commission paid to the registered representative who sold you your contract is determined by the brokerage firm that employs the representative is employed. All selling firms receive commissions as described above based on the sale of, and receipt of premium payments, on the contract. Unaffiliated selling firms receive additional compensation, including marketing allowances and other payments. The maximum marketing allowance paid to a selling firm on the sale of a contract is 1.0% of premium payments received. At times, Capital Brokerage Corporation may make other cash and non-cash payments to selling firms, (as well as receive payments from selling firms) for expenses relating to the recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and similar expenses. These expenses may also relate to the synchronization of technology between the Company, Capital Brokerage Corporation and the selling firm in order to coordinate data for the sale and maintenance of the contract. In addition, registered representatives may be eligible for non-cash compensation programs offered by Capital Brokerage Corporation or an affiliated company, such as conferences, trips, prizes and awards. The amount of other cash and non-cash compensation paid by Capital Brokerage Corporation or its affiliated companies ranges significantly among the selling firms. Likewise, the amount received by Capital Brokerage Corporation from the selling firms ranges significantly. The commissions listed above are maximum commissions paid, and reflect situations where we pay a higher commission for a short period of time for a special promotion. No specific charge is assessed directly to contract owners or the Separate Account to cover commissions and other incentives or payments described above. We do, however, intend to recoup commissions and other sales expenses and incentives we pay through fees and charges deducted under the contract and any other corporate revenue. 122 All commissions, special marketing allowances and other payments made or received by Capital Brokerage Corporation to or from selling firms come from or are allocated to the general assets of Capital Brokerage Corporation or one of its affiliated companies. Therefore, regardless of the amount paid or received by Capital Brokerage Corporation or one of its affiliated companies, the amount of expenses you pay under the contract do not vary because of such payments to or from such selling firms. Even though your contract costs are not determined based on amounts paid to or received from Capital Brokerage Corporation or the selling firm, the prospect of receiving, or the receipt of, additional compensation as described above may create an incentive for selling firms and/or their registered representative to sell you this product versus a product with respect to which a selling firm does not receive additional compensation, or a lower level of additional compensation. You may wish to take such compensation arrangements into account when considering and evaluating any recommendation relating to the contracts. During 2007, 2006 and 2005, $140.1 million, $110.5 million and $62.0 million, respectively, was paid to Capital Brokerage Corporation for the sale of contracts in the Separate Account and any new premium payments received. In 2007, 2006 and 2005, no underwriting commissions were paid to Capital Brokerage Corporation. Although neither we nor Capital Brokerage Corporation anticipate discontinuing the offering of the contracts, we do reserve the right to discontinue offering the contracts at any time. ADDITIONAL INFORMATION Owner Questions The obligations to owners under the contracts are ours. Please direct your questions and concerns to us at our Home Office. Return Privilege Within the free-look period after you receive the contract, you may cancel it for any reason by delivering or mailing it postage prepaid to: Genworth Life and Annuity Insurance Company Annuity New Business 6610 West Broad Street Richmond, Virginia 23230 If you cancel your contract, it will be void, and we will send you a refund computed as of that date. Your refund will be computed as follows: (1) if your Contract Value has increased or has stayed the same, your refund will equal your Contract Value, minus any Bonus Credits applied, but plus any mortality and expense risk charges and administrative expense charges we deducted on or before the date we received the returned contract; (2) if your Contract Value has decreased, your refund will equal your Contract Value, minus any Bonus Credits applied, but plus any mortality and expense risk charges and administrative expense charges we deducted on or before the date we received the returned contract and plus any investment loss, including any charges made by the Portfolios, attributable to Bonus Credits as of the date we received the returned contract; or (3) if required by the law of your state, your premium payments minus any partial surrenders you previously have taken. This means you receive any gains and we bear any losses attributable to the Bonus Credits during the free look period. We do not assess a surrender charge when your contract is canceled during the free-look period. State Regulation As a life insurance company organized and operated under the laws of the Commonwealth of Virginia, we are subject to provisions governing life insurers and to regulation by the Virginia Commissioner of Insurance. Our books and accounts are subject to review and examination by the State Corporation Commission of the Commonwealth of Virginia at all times. That Commission conducts a full examination of our operations at least every five years. Evidence of Death, Age, Gender, Marital Status or Survival We may require proof of the age, gender, marital status or survival of any person or persons before actions on any applicable contract provision. Records and Reports As presently required by the 1940 Act and applicable regulations, we are responsible for maintaining all records and accounts relating to the Separate Account. At least once each year, we will send you a report showing information about your contract for the period covered by the report. The report will show the total Contract Value and a break-down of the assets of each Subaccount and the Guarantee Account. The report also will show premium payments and charges made during the statement period. We also will send you an annual and a semi-annual report for each Portfolio to which you have allocated 123 assets to a corresponding Subaccount, as required by the 1940 Act. In addition, you will receive a written confirmation when you make premium payments, transfers, or take partial surrenders. Other Information We have filed a Registration Statement with the SEC, under the Securities Act of 1933 as amended, for the contracts being offered by this prospectus. This prospectus does not contain all the information in the Registration Statement, its amendments and exhibits. Please refer to the Registration Statement for further information about the Separate Account, the Company, and the contracts offered. Statements in this prospectus about the content of contracts and other legal instruments are summaries. For the complete text of those contracts and instruments, please refer to those documents as filed with the SEC and available on the SEC's website at http://www.sec.gov. Legal Proceedings We face a significant risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses, including the risk of class action lawsuits. Our pending legal and regulatory actions include proceedings specific to us and others generally applicable to business practices in the industries in which we operate. In our insurance operations, we are, have been, or may become subject to class actions and individual suits alleging, among other things, issues relating to sales or underwriting practices, payment of contingent or other sales commissions, claims payments and procedures, product design, product disclosure, administration, additional premium charges for premiums paid on a periodic basis, denial or delay of benefits, charging excessive or impermissible fees on products, recommending unsuitable products to customers and breaching fiduciary or other duties to customers. Plaintiffs in class action and other lawsuits against us may seek very large or indeterminate amounts, including punitive and treble damages, which may remain unknown for substantial periods of time. In our investment-related operations, we are subject to litigation involving commercial disputes with counterparties. We are also subject to litigation arising out of our general business activities such as our contractual and employment relationships. We are also subject to various regulatory inquiries, such as information requests, subpoenas, books and record examinations and market conduct and financial examinations, from state and federal regulators and other authorities. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant reputational harm, which could have an adverse effect on our business, financial condition and results of operations. We cannot ensure that the current investigations and proceedings will not have a material adverse effect on our business, financial condition or results of operations. In addition, it is possible that related investigations and proceedings may be commenced in the future, and we could become subject to further investigations and have lawsuits filed against us. In addition, increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal precedents and industry-wide regulations or practices that could adversely affect our business, financial condition and results of operations. The Company shall, and may through insurance coverage, indemnify any directors or officers who are a party to any proceeding by reason of the fact that he or she was or is a director or officer of the Company against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law. Such indemnification covers all judgments , settlements, penalties, fines and reasonable expenses incurred with respect to such proceeding. If the person involved is not a director or officer of the Company, the board of directors may cause the Company to indemnify, or contract to indemnify, to the same extent allowed for its directors and officers, such person who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the depositor pursuant to the foregoing provisions, or otherwise, the depositor 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 depositor of expenses incurred or paid by a director, officer or controlling person of the depositor in 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 depositor 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. 124 Capital Brokerage Corporation is not in any pending or threatened lawsuits that are reasonably likely to have a material adverse impact on us or on the Separate Account. Although it is not anticipated that these developments will have an adverse impact on us, the Separate Account, or on the ability of Capital Brokerage Corporation to perform under its principal underwriting agreement, there can be no assurance at this time. 125 APPENDIX A Examples -- Death Benefit Calculations Basic Death Benefit The following examples are for contracts issued on or after the later of May 1, 2003, or the date on which state insurance authorities approve applicable contract modifications. The purpose of this example is to show how the Basic Death Benefit works based on purely hypothetical values and is not intended to depict investment performance of the contract. Example: Assuming an owner: (1) purchases a contract for $100,000; (2) makes no additional premium payments and takes no partial surrenders; (3) is not subject to premium taxes; and (4) the Annuitant is age 75 on the Contract Date then:
Annuitant's End of Contract Basic Age Year Value Death Benefit - ----------------------------------------- 76 1 $103,000 $103,000 77 2 112,000 112,000 78 3 90,000 100,000 79 4 135,000 135,000 80 5 130,000 130,000 81 6 150,000 150,000 82 7 125,000 125,000 83 8 145,000 145,000 - -----------------------------------------
Partial surrenders (including partial surrenders taken pursuant to the terms of a Guaranteed Minimum Withdrawal Benefit for Life Rider) will reduce the Basic Death Benefit by the proportion that the partial surrender (including any applicable surrender charge and any premium tax assessed) reduces your Contract Value. For example:
Premium Contract Basic Date Payment Value Death Benefit - -------------------------------------- 3/31/08 $10,000 $10,000 $10,000 3/31/16 20,000 20,000 3/31/17 14,000 10,000 - --------------------------------------
If a partial surrender of $7,000 is taken on March 31, 2017, the Basic Death Benefit immediately after the partial surrender will be $10,000 ($20,000 to $10,000) since the Contract Value is reduced 50% by the partial surrender ($14,000 to $7,000). This is true only if the Basic Death Benefit immediately prior to the partial surrender (as calculated above) is not the Contract Value on the date we receive due proof of the Annuitant's death. It also assumes that the Annuitant is younger than age 80 at the time of death, that no surrender charge applies, and that no premium tax applies to the partial surrender. This example is based on purely hypothetical values and is not intended to depict investment performance of the contract. Annual Step-Up Death Benefit Rider Option The following example shows how the Annual Step-Up Death Benefit works based on hypothetical values. It is not intended to depict investment performance of the contract. The example assumes that an owner purchases a contract with an Annuitant age 75 at the time of issue. In addition, the example assumes that: (1) the owner purchases the contract for $100,000; (2) the owner makes no additional premium payments; (3) the owner takes no partial surrenders; then
End of Annuitant's Contract Death Year Age Value Benefit Amount - ------------------------------------------ 1 76 $103,000 $103,000 2 77 112,000 112,000 3 78 90,000 112,000 4 79 135,000 135,000 5 80 130,000 135,000 6 81 150,000 150,000 7 82 125,000 135,000 8 83 145,000 145,000 - ------------------------------------------
Partial surrenders (including partial surrenders taken pursuant to the terms of a Guaranteed Minimum Withdrawal Benefit for Life Rider) will reduce the Annual Step-Up Death Benefit by the proportion that the partial surrender (including any surrender charge and any premium tax assessed) reduces your Contract Value. 5% Rollup Death Benefit Rider Option The following example shows how the 5% Rollup Death Benefit Rider Option works based on hypothetical values. It is not intended to depict investment performance of the contract. The example assumes that an owner purchases a contract with an Annuitant age 70 at the time of issue. In addition, the example assumes that: (1) the owner purchases the contract for $100,000; (2) the contract earns a 0% net return (-3.05% net of fees for the mortality and expense risk charge, administrative expense charge, underlying mutual fund expenses and the 5% Rollup Death Benefit Rider Option); A-1 (3) the owner makes no additional premium payments; (4) the owner takes annual partial surrenders equal to 5% of premium payments at end of the contract year; and (5) the contract is not subject to premium taxes.
Partial 5% Rollup End of Annuitant's Surrender Contract Death Year Age Amount Value Benefit - ----------------------------------------------- 70 -- $100,000 $100,000 1 71 $5,000 95,000 100,000 2 72 5,000 90,000 100,000 3 73 5,000 85,000 100,000 4 74 5,000 80,000 100,000 5 75 5,000 75,000 100,000 6 76 5,000 70,000 100,000 7 77 5,000 65,000 100,000 8 78 5,000 60,000 100,000 9 79 5,000 55,000 100,000 - -----------------------------------------------
Partial surrenders amounting to 5% or less of premium payments annually will reduce the 5% Rollup Death Benefit on a non pro-rata (dollar-for-dollar) basis. Therefore, in the example above, though a $5,000 partial surrender is taken at the end of year 1, the 5% Rollup Death Benefit immediately after the partial surrender is still equal to $100,000 since the benefit is reduced only by the same dollar amount of the partial surrender. Partial surrenders exceeding 5% of premium payments in any year will reduce the 5% Rollup Death Benefit on a pro-rata basis (by the proportion that the partial surrender, including any surrender charges, and any premium taxes assessed, reduces your Contract Value). All partial surrenders that exceed the 5% threshold will reduce the 5% Rollup Death Benefit on a pro-rata basis. For example:
5% Rollup Death Benefit Option Before Premium Contract Any Partial Date Payment Value Surrenders - -------------------------------------- 3/31/08 $10,000 $10,000 $10,000 3/31/16 -- 20,000 10,500 3/31/17 -- 14,000 11,025 - --------------------------------------
Therefore, if a $7,000 partial surrender is taken on March 31, 2017, the 5% Rollup Death Benefit immediately after the partial surrender will be $5,512.50 (50% of $11,025) since the Contract Value ($14,000) is reduced by 50% by the partial surrender ($7,000). This is true only if the 5% Rollup Death Benefit immediately prior to the partial surrender (as calculated above) is not the Contract Value on the date we receive due proof of the Annuitant's death. It also assumes that no surrender charges and no premium taxes apply to the partial surrender. Earnings Protector Death Benefit Rider Option The following example shows how the Earnings Protector Death Benefit works based on purely hypothetical values. It is not intended to depict investment performance of the contract. This example assumes an owner purchases a contract with an Annuitant age 65 at the time of issue, and that he or she takes no partial surrenders before the Annuitant's death.
Premium Contract Death Earnings Protector Date Payment Value Gain Benefit Death Benefit -------------------------------------------------------------- 8/01/08 $100,000 $100,000 $ 0 $100,000 $ 0 8/01/23 300,000 200,000 300,000 70,000 --------------------------------------------------------------
The Annuitant's death and notification of the death occurs on 8/01/23. At that time, 40% of the earnings or "gain" ($200,000) is $80,000. However, since the Earnings Protector Death Benefit under this age scenario cannot exceed 70% of the premium payments ($100,000) under this age scenario, the Earnings Protector Death Benefit in this example will be $70,000. A-2 The following examples are for contracts issued on or after the later of May 15, 2001, or the date on which state insurance authorities approve applicable state modifications and prior to May 1, 2003, or prior to the date on which state insurance authorities approve applicable contract modifications. Basic Death Benefit The purpose of this example is to show how the Basic Death Benefit works based on purely hypothetical values and is not intended to depict investment performance of the contract. Example: Assuming an owner: (1) purchases a contract for $100,000; (2) makes no additional premium payments and takes no partial surrenders; (3) is not subject to premium taxes; and (4) the Annuitant is age 70 on the Contract Date then:
Annuitant's End of Contract Basic Age Year Value Death Benefit - ----------------------------------------- 71 1 $103,000 $103,000 72 2 110,000 110,000 73 3 80,000 110,000 74 4 120,000 120,000 75 5 130,000 130,000 76 6 150,000 150,000 77 7 160,000 160,000 78 8 130,000 160,000 79 9 90,000 160,000 80 10 170,000 170,000 81 11 140,000 170,000 82 12 190,000 190,000 83 13 150,000 170,000 - -----------------------------------------
Partial surrenders will reduce the Basic Death Benefit by the proportion the partial surrender (including any applicable surrender charge and any premium tax assessed) reduces the Contract Value. For example:
Premium Contract Basic Date Payment Value Death Benefit - -------------------------------------- 3/31/08 $25,000 $25,000 $25,000 3/31/16 50,000 50,000 3/31/17 35,000 50,000 - --------------------------------------
If a partial surrender of $17,500 is taken on March 31, 2017, the Basic Death Benefit immediately after the partial surrender will be $25,000 ($50,000 to $25,000) since the Contract Value is reduced 50% by the partial surrender ($35,000 to $17,500). This is true only if the Basic Death Benefit immediately prior to the partial surrender (as calculated above) is not the Contract Value on the date we receive due proof of the Annuitant's death. It also assumes that the Annuitant is younger than age 80 at the time of death, that no surrender charge applies, and that no premium tax applies to the partial surrender. This example is based on purely hypothetical values and is not intended to depict investment performance of the contract. The following examples are for contracts issued prior to May 15, 2001, or prior to the date on which state insurance authorities approve applicable contract modifications. Basic Death Benefit The purpose of this example is to show how the Basic Death Benefit works based on purely hypothetical values and is not intended to depict investment performance of the contract. Example: Assuming an owner: (1) purchases a contract for $100,000; (2) makes no additional premium payments and takes no partial surrenders; (3) is not subject to premium taxes; and (4) the Annuitant's age is 70 on the Contract Date then:
Annuitant's End of Contract Unadjusted Age Year Value Death Benefit - ----------------------------------------- 71 1 $103,000 $103,000 72 2 110,000 110,000 73 3 80,000 110,000 74 4 120,000 120,000 75 5 130,000 130,000 76 6 150,000 150,000 77 7 160,000 160,000 78 8 130,000 160,000 79 9 90,000 160,000 80 10 170,000 170,000 81 11 140,000 170,000 82 12 190,000 190,000 83 13 150,000 170,000 - -----------------------------------------
Partial surrenders will reduce the unadjusted death benefit by the proportion that the partial surrender (including any applicable surrender charge and any premium tax assessed) reduces the Contract Value. For example:
Premium Contract Unadjusted Date Payment Value Death Benefit - -------------------------------------- 3/31/08 $25,000 $25,000 $25,000 3/31/16 50,000 50,000 3/31/17 35,000 50,000 - --------------------------------------
A-3 If a partial surrender of $17,500 is taken on March 31, 2017, the unadjusted death benefit immediately after the partial surrender will be $25,000 ($50,000 to $25,000) since the Contract Value is reduced 50% by the partial surrender ($35,000 to $17,500). This is true only if the unadjusted death benefit immediately prior to the partial surrender (as calculated above) is not the Contract Value on the date of the Annuitant's death. It also assumes that the Annuitant is younger than age 80 at the time of death, that no surrender charge applies, and that no premium tax applies to the partial surrender. This example is based on purely hypothetical values and is not intended to depict investment performance of the contract. Optional Enhanced Death Benefit The following example shows how the Optional Enhanced Death Benefit works based on purely hypothetical values. It is not intended to depict investment performance of the contract. This example assumes an owner purchases a contract with an Annuitant age 65 at the time of issue, and that he takes no partial surrenders before the Annuitant's death.
Contract Death Optional Enhanced Date Premium Value Gain Benefit Death Benefit ------------------------------------------------------------- 8/01/08 $100,000 $100,000 $ 0 $100,000 $ 0 8/01/23 300,000 200,000 300,000 70,000 -------------------------------------------------------------
The Annuitant's death and notification of the death occur on 8/01/23. At that time, 40% of the earnings or "gain" ($200,000) is $80,000. However, since the Optional Enhanced Death Benefit cannot exceed 70% of the premiums paid ($100,000) under this age scenario, the Optional Enhanced Death Benefit in this example will be $70,000. A-4 APPENDIX B Condensed Financial Information The value of an Accumulation Unit is determined on the basis of changes in the per share value of the Portfolios and the assessment of Separate Account charges. The Accumulation Unit values and the number of Accumulation Units outstanding for each Subaccount for the periods shown are as follows: With Separate Account Expenses of 1.55%:
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Basic Value Fund -- Series II shares $16.25 $16.21 355,809 2007 14.61 16.25 409,897 2006 14.08 14.61 452,525 2005 12.90 14.08 413,942 2004 10.00 12.90 218,124 2003 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Capital Appreciation Fund -- Series I shares 8.46 9.33 702,737 2007 8.08 8.46 951,464 2006 7.54 8.08 751,697 2005 7.19 7.54 843,407 2004 5.63 7.19 819,887 2003 7.57 5.63 912,403 2002 10.13 7.57 711,998 2001 10.00 10.13 -- 2000 - ------------------------------------------------------------------------------------------------------------------------ AIM Core Equity Fund -- Series I shares 10.80 11.50 784,822 2007 10.00 10.80 906,721 2006 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. International Growth Fund -- Series II shares 15.51 17.47 611,438 2007 12.32 15.51 437,625 2006 10.63 12.32 223,912 2005 10.00 10.63 5,333 2004 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Variable Products Series Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.19 71,492 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Global Technology Portfolio -- Class B 14.84 17.52 107,136 2007 13.91 14.84 81,068 2006 13.63 13.91 85,878 2005 13.17 13.63 83,620 2004 10.00 13.17 57,664 2003 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Growth and Income Portfolio -- Class B 13.59 14.03 3,121,633 2007 11.80 13.59 3,870,261 2006 11.46 11.80 4,431,167 2005 10.47 11.46 5,035,144 2004 8.04 10.47 4,535,288 2003 10.51 8.04 2,996,376 2002 9.91 10.51 2,101,249 2001 10.00 9.91 -- 2000 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein International Value Portfolio -- Class B 16.08 16.72 1,108,370 2007 12.09 16.08 819,794 2006 10.54 12.09 319,168 2005 10.00 10.54 18,750 2004 - ------------------------------------------------------------------------------------------------------------------------
B-1
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period - ---------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Large Cap Growth Portfolio -- Class B $ 7.84 $ 8.77 875,966 8.02 7.84 1,184,742 7.09 8.02 1,331,560 6.65 7.09 1,576,586 5.47 6.65 1,395,367 8.04 5.47 1,384,298 11.37 8.04 970,931 10.00 11.37 -- - ---------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Small Cap Growth Portfolio -- Class B 11.19 12.53 181,065 10.29 11.19 203,962 9.97 10.29 212,512 8.85 9.97 242,167 6.05 8.85 221,495 9.04 6.05 188,770 11.16 9.04 158,564 10.00 11.16 -- - ---------------------------------------------------------------------------------------------------------------------------------- American Century Variable Portfolios II, Inc. - ---------------------------------------------------------------------------------------------------------------------------------- VP Inflation Protection Fund -- Class II 9.96 10.73 56,342 9.96 9.96 40,719 10.00 9.96 46,808 - ---------------------------------------------------------------------------------------------------------------------------------- BlackRock Variable Series Funds, Inc. - ---------------------------------------------------------------------------------------------------------------------------------- BlackRock Basic Value V.I. Fund -- Class III Shares 13.15 13.14 206,874 10.98 13.15 164,041 10.87 10.98 35,061 10.00 10.87 19,230 - ---------------------------------------------------------------------------------------------------------------------------------- BlackRock Global Allocation V.I. Fund -- Class III Shares 12.67 14.57 277,270 11.06 12.67 50,256 10.00 11.06 6,414 - ---------------------------------------------------------------------------------------------------------------------------------- BlackRock Large Cap Growth V.I. Fund -- Class III Shares 12.43 13.22 45,595 11.81 12.43 42,544 10.86 11.81 33,044 10.00 10.86 14,204 - ---------------------------------------------------------------------------------------------------------------------------------- BlackRock Value Opportunities V.I. Fund -- Class III Shares 13.43 13.07 89,982 12.15 13.43 77,864 11.21 12.15 55,502 10.00 11.21 26,493 - ---------------------------------------------------------------------------------------------------------------------------------- Columbia Funds Variable Insurance Trust I - ---------------------------------------------------------------------------------------------------------------------------------- Columbia Marsico Growth Fund, Variable Series -- Class A 15.19 17.57 412,915 14.54 15.19 454,741 13.75 14.54 398,797 12.35 13.75 284,446 10.00 12.35 180,228 - ---------------------------------------------------------------------------------------------------------------------------------- Columbia Marsico International Opportunities Fund, Variable Series -- Class B 21.93 25.84 693,605 18.08 21.93 572,633 15.36 18.08 412,204 13.38 15.36 357,830 10.00 13.38 115,502 - ----------------------------------------------------------------------------------------------------------------------------------
Subaccounts Year - ------------------------------------------------------------------------------------- AllianceBernstein Large Cap Growth Portfolio -- Class B 2007 2006 2005 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------- AllianceBernstein Small Cap Growth Portfolio -- Class B 2007 2006 2005 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------- American Century Variable Portfolios II, Inc. - ------------------------------------------------------------------------------------- VP Inflation Protection Fund -- Class II 2007 2006 2005 - ------------------------------------------------------------------------------------- BlackRock Variable Series Funds, Inc. - ------------------------------------------------------------------------------------- BlackRock Basic Value V.I. Fund -- Class III Shares 2007 2006 2005 2004 - ------------------------------------------------------------------------------------- BlackRock Global Allocation V.I. Fund -- Class III Shares 2007 2006 2005 - ------------------------------------------------------------------------------------- BlackRock Large Cap Growth V.I. Fund -- Class III Shares 2007 2006 2005 2004 - ------------------------------------------------------------------------------------- BlackRock Value Opportunities V.I. Fund -- Class III Shares 2007 2006 2005 2004 - ------------------------------------------------------------------------------------- Columbia Funds Variable Insurance Trust I - ------------------------------------------------------------------------------------- Columbia Marsico Growth Fund, Variable Series -- Class A 2007 2006 2005 2004 2003 - ------------------------------------------------------------------------------------- Columbia Marsico International Opportunities Fund, Variable Series -- Class B 2007 2006 2005 2004 2003 - -------------------------------------------------------------------------------------
B-2
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ----------------------------------------------------------------------------------------------------------------------------- Dreyfus - ----------------------------------------------------------------------------------------------------------------------------- The Dreyfus Socially Responsible Growth Fund, Inc. -- Initial Shares $ 7.52 $ 7.98 25,195 2007 6.99 7.52 43,013 2006 6.85 6.99 48,924 2005 6.55 6.85 63,423 2004 5.28 6.55 68,554 2003 7.55 5.28 80,469 2002 10.02 7.55 51,180 2001 10.00 10.02 -- 2000 - ----------------------------------------------------------------------------------------------------------------------------- Eaton Vance Variable Trust - ----------------------------------------------------------------------------------------------------------------------------- VT Floating-Rate Income Fund 10.90 10.90 883,825 2007 10.49 10.90 1,316,100 2006 10.26 10.49 1,391,910 2005 10.13 10.26 860,149 2004 10.00 10.13 334,399 2003 - ----------------------------------------------------------------------------------------------------------------------------- VT Worldwide Health Sciences Fund 12.91 13.50 218,554 2007 13.11 12.91 237,485 2006 12.45 13.11 265,731 2005 11.90 12.45 264,611 2004 10.00 11.90 170,772 2003 - ----------------------------------------------------------------------------------------------------------------------------- Evergreen Variable Annuity Trust - ----------------------------------------------------------------------------------------------------------------------------- Evergreen VA Omega Fund -- Class 2 11.27 12.40 15,736 2007 10.83 11.27 15,312 2006 10.62 10.83 9,970 2005 10.00 10.62 5,174 2004 - ----------------------------------------------------------------------------------------------------------------------------- Federated Insurance Series - ----------------------------------------------------------------------------------------------------------------------------- Federated High Income Bond Fund II -- Service Shares 14.18 14.40 794,860 2007 13.02 14.18 900,592 2006 12.93 13.02 905,372 2005 11.92 12.93 1,199,926 2004 9.94 11.92 1,293,271 2003 9.96 9.94 774,123 2002 10.02 9.96 309,175 2001 10.00 10.02 -- 2000 - ----------------------------------------------------------------------------------------------------------------------------- Federated Kaufmann Fund II -- Service Shares 18.47 21.93 442,626 2007 16.37 18.47 499,797 2006 15.00 16.37 503,458 2005 13.30 15.00 374,357 2004 10.00 13.30 249,724 2003 - ----------------------------------------------------------------------------------------------------------------------------- Fidelity Variable Insurance Products Fund - ----------------------------------------------------------------------------------------------------------------------------- VIP Asset Manager/SM/ Portfolio -- Service Class 2 11.16 12.87 70,714 2007 10.58 11.16 60,663 2006 10.36 10.58 49,579 2005 10.00 10.36 37,240 2004 - ----------------------------------------------------------------------------------------------------------------------------- VIP Balanced Portfolio -- Service Class 2 10.42 11.16 113,589 2007 10.00 10.42 24,876 2006 - ----------------------------------------------------------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Service Class 2 14.24 16.44 3,549,015 2007 12.98 14.24 3,843,983 2006 11.30 12.98 3,724,244 2005 9.97 11.30 3,257,688 2004 7.90 9.97 2,535,093 2003 8.87 7.90 1,678,407 2002 9.36 8.87 1,052,251 2001 10.00 9.36 -- 2000 - -----------------------------------------------------------------------------------------------------------------------------
B-3
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 $15.71 $16.51 53,234 2007 14.02 15.71 59,236 2006 11.80 14.02 59,039 2005 11.84 11.80 12,019 2004 10.00 11.84 5,629 2003 - -------------------------------------------------------------------------------------------------------------------------------- VIP Equity-Income Portfolio -- Service Class 2 13.75 15.11 4,987,546 2007 11.65 13.75 3,214,486 2006 11.20 11.65 3,440,988 2005 10.23 11.20 3,674,799 2004 7.99 10.23 3,196,181 2003 9.80 7.99 2,476,360 2002 10.81 9.80 1,400,128 2001 10.00 10.81 -- 2000 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth Portfolio -- Service Class 2 7.90 12.38 2,127,518 2007 7.53 7.90 1,555,502 2006 7.25 7.53 1,863,708 2005 7.14 7.25 1,967,649 2004 5.47 7.14 1,947,234 2003 7.97 5.47 1,648,860 2002 9.80 7.97 1,258,983 2001 10.00 9.80 -- 2000 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth & Income Portfolio -- Service Class 2 10.91 9.85 1,365,435 2007 9.81 10.91 851,540 2006 9.28 9.81 1,001,155 2005 8.93 9.28 1,094,356 2004 7.35 8.93 1,025,539 2003 8.98 7.35 725,106 2002 10.11 8.98 500,280 2001 10.10 10.11 -- 2000 - -------------------------------------------------------------------------------------------------------------------------------- VIP Investment Grade Bond Portfolio -- Service Class 2 10.00 10.11 112,389 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Class 2 19.53 22.18 2,797,909 2007 17.65 19.53 3,437,907 2006 15.19 17.65 3,920,329 2005 12.38 15.19 3,369,576 2004 9.09 12.38 2,639,981 2003 10.26 9.09 1,420,253 2002 11.48 10.26 923,291 2001 10.00 11.48 -- 2000 - -------------------------------------------------------------------------------------------------------------------------------- VIP Value Strategies Portfolio -- Service Class 2 12.98 13.47 107,215 2007 11.36 12.98 35,422 2006 11.27 11.36 23,971 2005 10.00 11.27 17,160 2004 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares 12.11 12.37 1,408,784 2007 10.40 12.11 1,039,307 2006 10.00 10.40 193,835 2005 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.91 80,224 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.91 11.12 403,133 2007 10.00 10.91 219,690 2006 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 11.05 11.13 249,999 2007 10.00 11.05 137,543 2006 - --------------------------------------------------------------------------------------------------------------------------------
B-4
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------ GE Investments Funds, Inc. - ------------------------------------------------------------------------------------------------------ Core Value Equity Fund -- Class 1 Shares $11.67 $12.65 730,216 2007 (formerly, Value Equity Fund) 10.06 11.67 790,619 2006 9.81 10.06 882,830 2005 9.10 9.81 907,459 2004 7.45 9.10 781,657 2003 9.18 7.45 662,957 2002 9.95 9.18 375,400 2001 10.00 9.95 -- 2000 - ------------------------------------------------------------------------------------------------------ Income Fund -- Class 1 Shares 12.99 13.40 2,193,743 2007 12.64 12.99 2,535,789 2006 12.58 12.64 2,881,494 2005 12.35 12.58 3,329,493 2004 12.11 12.35 4,344,698 2003 11.20 12.11 5,417,568 2002 10.59 11.20 2,019,964 2001 9.71 10.59 978,360 2000 10.00 9.71 433,696 1999 - ------------------------------------------------------------------------------------------------------ Mid-Cap Equity Fund -- Class 1 Shares 17.54 19.44 2,921,642 2007 16.43 17.54 3,677,171 2006 14.93 16.43 4,468,231 2005 13.07 14.93 5,232,547 2004 9.99 13.07 5,619,701 2003 11.77 9.99 5,163,925 2002 11.91 11.77 4,911,126 2001 11.17 11.91 2,225,373 2000 10.00 11.17 1,168,256 1999 - ------------------------------------------------------------------------------------------------------ Money Market Fund 11.35 11.72 9,248,118 2007 11.01 11.35 7,427,440 2006 10.88 11.01 7,167,835 2005 10.95 10.88 8,174,098 2004 11.03 10.95 11,477,000 2003 11.04 11.03 20,588,287 2002 10.79 11.04 22,228,201 2001 10.32 10.79 13,620,757 2000 10.00 10.32 12,703,804 1999 - ------------------------------------------------------------------------------------------------------ Premier Growth Equity Fund -- Class 1 Shares 10.91 11.31 2,420,126 2007 10.16 10.91 2,996,537 2006 10.19 10.16 3,747,837 2005 9.67 10.19 4,636,865 2004 7.62 9.67 5,595,417 2003 9.79 7.62 4,161,689 2002 10.95 9.79 4,926,747 2001 11.73 10.95 3,575,788 2000 10.00 11.73 1,380,434 1999 - ------------------------------------------------------------------------------------------------------ Real Estate Securities Fund -- Class 1 Shares 35.36 29.64 998,184 2007 27.00 35.36 1,618,991 2006 24.53 27.00 1,674,080 2005 18.82 24.53 1,826,831 2004 13.92 18.82 1,482,565 2003 14.33 13.92 1,496,540 2002 13.01 14.33 1,162,740 2001 9.97 13.01 791,128 2000 10.00 9.97 107,802 1999 - ------------------------------------------------------------------------------------------------------
B-5
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------ S&P 500(R) Index Fund $10.95 $11.33 9,799,863 2007 9.64 10.95 12,305,958 2006 9.37 9.64 15,011,773 2005 8.61 9.37 16,938,748 2004 6.82 8.61 17,702,513 2003 8.92 6.82 15,768,039 2002 10.33 8.92 17,208,862 2001 11.59 10.33 14,711,396 2000 10.00 11.59 7,821,903 1999 - ------------------------------------------------------------------------------------------------ Small-Cap Equity Fund -- Class 1 Shares 17.04 17.18 1,707,486 2007 15.28 17.04 2,029,319 2006 14.17 15.28 2,413,487 2005 12.50 14.17 2,488,615 2004 10.23 12.50 1,737,620 2003 12.06 10.23 1,059,252 2002 11.42 12.06 764,830 2001 10.00 11.42 -- 2000 - ------------------------------------------------------------------------------------------------ Total Return Fund -- Class 1 Shares 13.92 15.30 5,866,523 2007 12.43 13.92 6,417,151 2006 12.17 12.43 6,615,034 2005 11.43 12.17 5,968,539 2004 9.65 11.43 4,468,512 2003 10.81 9.65 2,969,218 2002 11.31 10.81 3,102,244 2001 10.94 11.31 2,562,990 2000 10.00 10.94 1,305,705 1999 - ------------------------------------------------------------------------------------------------ Total Return Fund -- Class 3 Shares 10.61 11.66 1,023,483 2007 10.00 10.61 621,090 2006 - ------------------------------------------------------------------------------------------------ U.S. Equity Fund -- Class 1 Shares 12.08 12.85 2,084,431 2007 10.57 12.08 2,770,816 2006 10.47 10.57 3,050,878 2005 9.83 10.47 3,554,203 2004 8.10 9.83 3,883,332 2003 10.19 8.10 3,959,667 2002 11.31 10.19 3,528,046 2001 11.56 11.31 2,679,258 2000 10.00 11.56 1,442,844 1999 - ------------------------------------------------------------------------------------------------ Goldman Sachs Variable Insurance Trust - ------------------------------------------------------------------------------------------------ Goldman Sachs Mid Cap Value Fund 26.63 27.06 2,340,218 2007 23.29 26.63 3,004,692 2006 20.96 23.29 3,702,698 2005 16.91 20.96 3,766,527 2004 13.38 16.91 3,787,195 2003 14.26 13.38 4,634,645 2002 12.93 14.26 4,778,066 2001 10.02 12.93 2,947,576 2000 10.00 10.02 482,846 1999 - ------------------------------------------------------------------------------------------------
B-6
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - --------------------------------------------------------------------------------------------------------- Janus Aspen Series - --------------------------------------------------------------------------------------------------------- Balanced Portfolio -- Service Shares $12.10 $13.14 1,892,325 2007 11.13 12.10 2,082,416 2006 10.50 11.13 2,353,339 2005 9.85 10.50 2,734,418 2004 8.79 9.85 2,863,634 2003 9.57 8.79 2,496,532 2002 10.45 9.57 1,718,954 2001 10.00 10.45 -- 2000 - --------------------------------------------------------------------------------------------------------- Forty Portfolio -- Institutional Shares 12.84 17.32 3,260,294 2007 11.93 12.84 4,069,040 2006 10.73 11.93 5,017,923 2005 9.22 10.73 6,116,868 2004 7.77 9.22 7,203,025 2003 9.36 7.77 8,929,956 2002 12.14 9.36 12,492,110 2001 15.07 12.14 14,448,594 2000 10.00 15.07 8,073,338 1999 - --------------------------------------------------------------------------------------------------------- Forty Portfolio -- Service Shares 10.56 14.20 785,003 2007 9.83 10.56 614,096 2006 8.87 9.83 731,093 2005 7.63 8.87 760,869 2004 6.45 7.63 756,481 2003 7.79 6.45 733,417 2002 10.10 7.79 543,083 2001 10.00 10.10 -- 2000 - --------------------------------------------------------------------------------------------------------- Global Technology Portfolio -- Service Shares 4.06 4.87 1,009,112 2007 3.83 4.06 1,004,698 2006 3.48 3.83 1,233,835 2005 3.52 3.48 1,523,494 2004 2.44 3.52 2,684,043 2003 4.20 2.44 1,683,152 2002 6.80 4.20 2,037,391 2001 10.00 6.80 1,420,254 2000 - --------------------------------------------------------------------------------------------------------- International Growth Portfolio -- Service Shares 15.99 20.15 374,893 2007 11.07 15.99 462,215 2006 8.53 11.07 528,101 2005 7.30 8.53 632,531 2004 5.51 7.30 780,184 2003 7.54 5.51 569,029 2002 10.46 7.54 484,214 2001 10.00 10.46 -- 2000 - --------------------------------------------------------------------------------------------------------- Large Cap Growth Portfolio -- Service Shares 7.73 8.73 399,729 2007 7.06 7.73 478,604 2006 6.90 7.06 502,840 2005 6.72 6.90 598,520 2004 5.19 6.72 708,457 2003 7.20 5.19 904,504 2002 10.65 7.20 839,635 2001 10.00 10.65 -- 2000 - ---------------------------------------------------------------------------------------------------------
B-7
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ Mid Cap Growth Portfolio -- Service Shares $ 8.06 $ 9.66 379,689 2007 7.22 8.06 479,636 2006 6.55 7.22 542,886 2005 5.52 6.55 657,483 2004 4.16 5.52 716,420 2003 5.88 4.16 659,720 2002 10.13 5.88 595,649 2001 10.00 10.13 -- 2000 - ------------------------------------------------------------------------------------------------------------------------------ Worldwide Growth Portfolio -- Service Shares 8.39 9.03 489,692 2007 7.22 8.39 550,087 2006 6.95 7.22 657,885 2005 6.75 6.95 747,701 2004 5.55 6.75 898,747 2003 7.58 5.55 981,626 2002 10.53 7.58 793,669 2001 10.00 10.53 -- 2000 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Equity Trust - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 15.84 15.65 100,172 2007 14.53 15.84 119,195 2006 13.46 14.53 105,612 2005 12.57 13.46 99,497 2004 10.00 12.57 43,030 2003 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Capital and Income Portfolio -- Class II 11.67 10.00 12,090 2007 10.56 11.67 18,939 2006 10.00 10.56 335 2005 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 16.30 9.50 294,036 2007 14.04 16.30 186,386 2006 13.75 14.04 220,028 2005 12.93 13.75 250,043 2004 10.00 12.93 118,583 2003 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Growth Stock Series -- Service Class Shares 7.36 8.04 589,277 2007 6.97 7.36 651,978 2006 6.79 6.97 786,685 2005 6.33 6.79 893,355 2004 5.24 6.33 842,912 2003 7.37 5.24 700,945 2002 10.33 7.37 546,216 2001 10.00 10.33 -- 2000 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Trust Series -- Service Class Shares 9.96 10.79 440,355 2007 8.98 9.96 513,845 2006 8.52 8.98 551,663 2005 7.79 8.52 599,081 2004 6.49 7.79 635,728 2003 8.37 6.49 574,564 2002 10.79 8.37 414,666 2001 10.00 10.79 -- 2000 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) New Discovery Series -- Service Class Shares 10.50 10.57 759,075 2007 9.45 10.5 993,470 2006 9.13 9.45 1,216,273 2005 8.74 9.13 1,391,242 2004 6.65 8.74 1,909,855 2003 9.90 6.65 695,512 2002 11.31 9.90 422,279 2001 10.00 11.31 -- 2000 - ------------------------------------------------------------------------------------------------------------------------------
B-8
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------- MFS(R) Total Return Series -- Service Class Shares $11.35 $11.61 351,898 2007 10.32 11.35 301,769 2006 10.00 10.32 172,654 2005 - -------------------------------------------------------------------------------------------------------------------- MFS(R) Utilities Series -- Service Class Shares 14.89 18.70 824,225 2007 11.55 14.89 934,237 2006 10.06 11.55 1,002,837 2005 7.87 10.06 924,432 2004 5.90 7.87 786,019 2003 7.77 5.90 817,700 2002 10.62 7.77 527,906 2001 10.00 10.62 -- 2000 - -------------------------------------------------------------------------------------------------------------------- Oppenheimer Variable Account Funds - -------------------------------------------------------------------------------------------------------------------- Oppenheimer Balanced Fund/VA -- Service Shares 12.19 12.42 235,407 2007 11.17 12.19 194,219 2006 10.94 11.17 190,090 2005 10.00 10.94 91,270 2004 - -------------------------------------------------------------------------------------------------------------------- Oppenheimer Capital Appreciation Fund/VA -- Service Shares 14.13 15.84 229,793 2007 13.33 14.13 219,906 2006 12.91 13.33 223,436 2005 12.30 12.91 276,895 2004 10.00 12.30 144,909 2003 - -------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA -- Service Shares 15.03 15.70 1,837,572 2007 13.01 15.03 1,987,376 2006 11.58 13.01 2,022,013 2005 9.90 11.58 2,029,458 2004 7.04 9.90 1,728,160 2003 9.21 7.04 1,234,629 2002 11.31 9.21 797,433 2001 10.00 11.31 -- 2000 - -------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Fund/VA -- Service Shares 11.10 11.39 1,087,535 2007 9.83 11.10 1,233,399 2006 9.44 9.83 1,333,888 2005 8.78 9.44 1,434,655 2004 7.06 8.78 1,400,956 2003 8.85 7.06 1,058,564 2002 10.22 8.85 684,833 2001 10.00 10.22 -- 2000 - -------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 19.60 19.03 412,639 2007 17.36 19.60 454,114 2006 16.07 17.36 394,614 2005 13.70 16.07 326,766 2004 10.00 13.70 175,323 2003 - -------------------------------------------------------------------------------------------------------------------- Oppenheimer MidCap Fund/VA -- Service Shares 12.19 16.41 119,798 2007 15.55 12.19 194,219 2006 14.10 15.55 157,401 2005 11.99 14.10 143,942 2004 10.00 11.99 94,989 2003 - -------------------------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust - -------------------------------------------------------------------------------------------------------------------- All Asset Portfolio -- Advisor Class Shares 10.71 11.41 123,917 2007 10.40 10.71 116,854 2006 10.00 10.40 50,984 2005 - --------------------------------------------------------------------------------------------------------------------
B-9
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period - ------------------------------------------------------------------------------------------------------------------------------- Foreign Bond Portfolio (U.S. Dollar Hedged) -- Administrative Class Shares $12.62 $12.87 256,000 12.54 12.62 283,647 12.11 12.54 299,743 11.66 12.11 279,948 11.58 11.66 308,007 10.87 11.58 267,370 10.66 10.87 143,308 10.00 10.66 -- - ------------------------------------------------------------------------------------------------------------------------------- High Yield Portfolio -- Administrative Class Shares 14.23 14.50 1,562,653 13.25 14.23 1,788,709 12.93 13.25 1,991,006 11.98 12.93 2,201,818 9.91 11.98 2,029,710 10.19 9.91 1,311,594 9.89 10.19 561,545 10.00 9.89 -- - ------------------------------------------------------------------------------------------------------------------------------- Long-Term U.S. Government Portfolio -- Administrative Class Shares 13.94 15.06 1,171,449 13.99 13.94 1,222,947 13.57 13.99 1,419,979 12.81 13.57 1,545,499 12.53 12.81 1,835,364 10.82 12.53 1,989,035 10.54 10.82 783,091 10.00 10.54 -- - ------------------------------------------------------------------------------------------------------------------------------- Low Duration Portfolio -- Administrative Class Shares 10.22 10.80 563,385 9.98 10.22 123,235 10.00 9.98 84,504 - ------------------------------------------------------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares 12.87 13.78 4,908,044 12.59 12.87 5,289,014 12.48 12.59 5,539,596 12.09 12.48 5,339,433 11.69 12.09 5,014,594 10.89 11.69 3,335,980 10.26 10.89 1,441,065 10.00 10.26 -- - ------------------------------------------------------------------------------------------------------------------------------- The Prudential Series Fund - ------------------------------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 9.14 10.04 58,305 9.16 9.14 64,050 8.16 9.16 86,137 7.59 8.16 60,703 5.95 7.59 38,702 8.78 5.95 4,765 10.00 8.78 4,587 - ------------------------------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares 18.70 20.27 196,362 16.72 18.70 155,531 14.00 16.72 107,394 12.33 14.00 46,732 10.00 12.33 11,574 - ------------------------------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 17.80 25.88 299,198 14.85 17.8 215,427 10.00 14.85 105,453 - -------------------------------------------------------------------------------------------------------------------------------
Subaccounts Year - ---------------------------------------------------------------------------------- Foreign Bond Portfolio (U.S. Dollar Hedged) -- Administrative Class Shares 2007 2006 2005 2004 2003 2002 2001 2000 - ---------------------------------------------------------------------------------- High Yield Portfolio -- Administrative Class Shares 2007 2006 2005 2004 2003 2002 2001 2000 - ---------------------------------------------------------------------------------- Long-Term U.S. Government Portfolio -- Administrative Class Shares 2007 2006 2005 2004 2003 2002 2001 2000 - ---------------------------------------------------------------------------------- Low Duration Portfolio -- Administrative Class Shares 2007 2006 2005 - ---------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares 2007 2006 2005 2004 2003 2002 2001 2000 - ---------------------------------------------------------------------------------- The Prudential Series Fund - ---------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 2007 2006 2005 2004 2003 2002 2001 - ---------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares 2007 2006 2005 2004 2003 - ---------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 2007 2006 2005 - ----------------------------------------------------------------------------------
B-10
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------- Rydex Variable Trust - ------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund $ 5.37 $ 6.23 315,557 2007 (formerly, OTC Fund) 5.15 5.37 390,080 2006 5.18 5.15 1,550,783 2005 4.81 5.18 966,564 2004 3.36 4.81 458,773 2003 5.58 3.36 374,079 2002 10.38 5.58 236,367 2001 10.00 10.38 -- 2000 - ------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - ------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.75 1,742 2007 - ------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - ------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 14.02 13.48 909,695 2007 12.27 14.02 976,709 2006 11.97 12.27 953,409 2005 10.35 11.97 743,289 2004 8.04 10.35 375,479 2003 10.00 8.04 31,822 2002 - ------------------------------------------------------------------------------------------------------- Strategic Growth Portfolio -- Class II Shares 10.22 11.74 146,487 2007 10.12 10.22 174,225 2006 9.55 10.12 159,565 2005 9.08 9.55 151,642 2004 7.26 9.08 94,221 2003 10.00 7.26 13,078 2002 - ------------------------------------------------------------------------------------------------------- XTF Advisors Trust - ------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.87 1,267 2007 - -------------------------------------------------------------------------------------------------------
B-11 Lifetime Income Plus (for Single Annuitant contracts) Elected
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Basic Value Fund -- Series II shares $ 9.99 $ 9.91 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Capital Appreciation Fund -- Series I shares 9.99 10.95 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Core Equity Fund -- Series II shares 9.97 10.55 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. International Growth Fund -- Series II shares 10.12 11.33 57,678 2007 10.00 10.12 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Variable Products Series Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.17 -- 2007 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Global Technology Portfolio -- Class B 9.95 11.67 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Growth and Income Portfolio -- Class B 10.00 10.26 -- 2007 10.00 10.00 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein International Value Portfolio -- Class B 10.12 10.45 145,674 2007 10.00 10.12 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Large Cap Growth Portfolio -- Class B 9.93 11.03 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Small Cap Growth Portfolio -- Class B 10.11 11.24 -- 2007 10.00 10.11 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ American Century Variable Portfolios II, Inc. - ------------------------------------------------------------------------------------------------------------------------------ VP Inflation Protection Fund -- Class II 9.93 10.64 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Variable Series Funds, Inc. - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Basic Value V.I. Fund -- Class III Shares 10.01 9.94 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Global Allocation V.I. Fund -- Class III Shares 10.02 11.45 388,006 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Large Cap Growth V.I. Fund -- Class III Shares 9.93 10.50 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Value Opportunities V.I. Fund -- Class III Shares 10.08 9.75 -- 2007 10.00 10.08 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Columbia Funds Variable Insurance Trust I - ------------------------------------------------------------------------------------------------------------------------------ Columbia Marsico Growth Fund, Variable Series -- Class A 10.04 11.53 -- 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Columbia Marsico International Opportunities Fund, Variable Series -- 10.22 11.97 54,597 2007 Class B 10.00 10.22 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Eaton Vance Variable Trust - ------------------------------------------------------------------------------------------------------------------------------ VT Floating -- Rate Income Fund 10.02 9.96 43,900 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ VT Worldwde Health Sciences Fund 9.94 10.32 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Evergreen Variable Annuity Trust - ------------------------------------------------------------------------------------------------------------------------------ Evergreen VA Omega Fund -- Class 2 9.89 10.81 -- 2007 10.00 9.89 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-12
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- Federated Insurance Series - -------------------------------------------------------------------------------------------------------------------------------- Federated High Income Bond Fund II -- Service Shares $10.03 $10.13 -- 2007 10.00 10.03 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Federated Kaufmann Fund II -- Service Shares 10.01 11.82 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Funds - -------------------------------------------------------------------------------------------------------------------------------- VIP Balanced Portfolio -- Service Class 2 9.97 10.61 114,585 2007 10.00 9.97 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Service Class 2 9.96 11.44 47,674 2007 10.00 9.96 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 10.01 10.45 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Equity-Income Portfolio -- Service Class 2 10.02 9.92 43,642 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth & Income Portfolio -- Service Class 2 9.95 10.89 -- 2007 10.00 9.95 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth Portfolio -- Service Class 2 9.87 12.24 -- 2007 10.00 9.87 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Investment Grade Bond Portfolio -- Service Class 2 0.00 10.06 43,570 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Class 2 9.94 11.22 19,461 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Value Strategies Portfolio -- Service Class 2 9.99 10.31 -- 2007 10.00 9.99 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares 10.02 10.17 781,544 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.89 17,544 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.00 10.13 -- 2007 10.00 10.00 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.02 10.04 -- 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - -------------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares 9.98 10.75 -- 2007 (formerly, Value Equity Fund) 10.00 9.98 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 9.98 10.23 -- 2007 10.00 9.98 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 9.99 11.00 19,748 2007 10.00 9.99 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.01 10.28 212,648 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 9.94 10.25 -- 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 10.06 8.38 -- 2007 10.00 10.06 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund -- Class 1 Shares 9.97 10.25 31,687 2007 10.00 9.97 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 10.03 10.05 -- 2007 10.00 10.03 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------
B-13
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ Total Return Fund -- Class 3 Shares $ 9.99 $10.91 1,230,842 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ U.S. Equity Fund -- Class 1 Shares 9.96 10.52 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Janus Aspen Series - ------------------------------------------------------------------------------------------------------------------------------ Balanced Portfolio -- Service Shares 9.96 10.74 31,427 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Forty Portfolio -- Service Shares 9.91 13.24 41,428 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Equity Trust - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 9.95 9.77 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Capital and Income Portfolio -- Class II 9.96 9.95 40,612 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 9.99 9.46 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Growth Stock Series -- Service Class Shares 9.93 10.78 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Trust Series -- Service Class Shares 9.95 10.71 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Total Return Series -- Service Class Shares 9.98 10.15 69,164 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series -- Service Class Shares 9.94 12.40 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Variable Accounts Funds - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Balanced Fund/VA -- Service Shares 9.97 10.09 91,078 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Capital Appreciation Fund/VA -- Service Shares 9.91 11.04 -- 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA -- Service Shares 10.01 10.39 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Fund/VA -- Service Shares 9.98 10.17 -- 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 10.04 9.68 33,482 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer MidCap Fund/VA -- Service Shares 9.96 10.33 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ PIMCO Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ All Asset Portfolio -- Advisor Class Shares 9.97 10.55 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ High Yield Portfolio -- Administrative Class Shares 10.03 10.16 -- 2007 10.00 10.03 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Long-Term U.S. Government Portfolio -- Administrative Class Shares 9.88 10.61 41,620 2007 10.00 9.88 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Low Duration Portfolio -- Administrative Class Shares 9.99 10.50 250,517 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-14
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares $ 9.96 $10.60 41,479 2007 10.00 9.96 -- 2006 - -------------------------------------------------------------------------------------------------------------- The Prudential Series Fund - -------------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares 9.93 10.70 40,385 2007 10.00 9.93 -- 2006 - -------------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 9.93 10.84 -- 2007 10.00 9.93 -- 2006 - -------------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 9.94 14.37 7,797 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------- Rydex Variable Trust - -------------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund 9.81 11.31 -- 2007 (formerly, OTC Fund) 10.00 9.81 -- 2006 - -------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - -------------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.71 5,018 2007 - -------------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - -------------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 10.01 9.57 55,982 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------- Strategic Growth Portfolio -- Class II Shares 9.93 11.34 -- 2007 10.00 9.93 -- 2006 - -------------------------------------------------------------------------------------------------------------- XTF Advisors Trust - -------------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.83 2,617 2007 - --------------------------------------------------------------------------------------------------------------
B-15 Lifetime Income Plus (for Joint Annuitant contracts) Elected
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Basic Value Fund -- Series II shares $ 9.97 $ 9.90 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Capital Appreciation Fund -- Series I shares 9.99 10.93 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Core Equity Fund -- Series II shares 9.99 10.53 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. International Growth Fund -- Series II shares 10.12 11.31 60,680 2007 10.00 10.12 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Variable Products Series Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.16 25,145 2007 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Global Technology Portfolio -- Class B 9.95 11.65 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Growth and Income Portfolio -- Class B 10.00 10.25 -- 2007 10.00 10.00 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein International Value Portfolio -- Class B 10.12 10.43 153,275 2007 10.00 10.12 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Large Cap Growth Portfolio -- Class B 9.93 11.02 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Small Cap Growth Portfolio -- Class B 10.11 11.23 -- 2007 10.00 10.11 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ American Century Variable Portfolios II, Inc. - ------------------------------------------------------------------------------------------------------------------------------ VP Inflation Protection Fund -- Class II 9.93 10.63 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Variable Series Funds, Inc. - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Basic Value V.I. Fund -- Class III Shares 10.01 9.93 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Global Allocation V.I. Fund -- Class III Shares 10.02 11.43 611,170 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Large Cap Growth V.I. Fund -- Class III Shares 9.93 10.48 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Value Opportunities V.I. Fund -- Class III Shares 10.08 9.73 -- 2007 10.00 10.08 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Columbia Funds Variable Insurance Trust I - ------------------------------------------------------------------------------------------------------------------------------ Columbia Marsico Growth Fund, Variable Series -- Class A 10.04 11.52 -- 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Columbia Marsico International Opportunities Fund, Variable Series -- 10.22 11.95 57,362 2007 Class B 10.00 10.22 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Eaton Vance Variable Trust - ------------------------------------------------------------------------------------------------------------------------------ VT Floating -- Rate Income Fund 10.02 9.94 46,176 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ VT Worldwide Health Sciences Fund 9.94 10.30 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Evergreen Variable Annuity Trust - ------------------------------------------------------------------------------------------------------------------------------ Evergreen VA Omega Fund -- Class 2 9.89 10.80 -- 2007 10.00 9.89 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-16
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------- Federated Insurance Series - ------------------------------------------------------------------------------------------------------------------------------- Federated High Income Bond Fund II -- Service Shares $10.03 $10.11 -- 2007 10.00 10.03 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Federated Kaufmann Fund II -- Service Shares 10.01 11.80 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Funds - ------------------------------------------------------------------------------------------------------------------------------- VIP Balanced Portfolio -- Service Class 2 9.97 10.59 160,140 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Service Class 2 9.96 11.42 50,025 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 10.01 10.44 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Equity-Income Portfolio -- Service Class 2 10.02 9.91 45,790 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Growth & Income Portfolio -- Service Class 2 9.95 10.87 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Growth Portfolio -- Service Class 2 9.87 12.22 -- 2007 10.00 9.87 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Investment Grade Bond Portfolio - Service Class 2 10.00 10.05 45,896 2007 - ------------------------------------------------------------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Class 2 9.94 11.20 20,424 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- VIP Value Strategies Portfolio -- Service Class 2 9.99 10.29 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - ------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares 10.02 10.16 931,672 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund - Class 2 Shares 10.00 9.89 295,678 2007 - ------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.00 10.11 -- 2007 10.00 10.00 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.02 10.02 -- 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - ------------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares 9.98 10.74 -- 2007 (formerly, Value Equity Fund) 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 9.97 10.21 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 9.99 10.98 20,709 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.01 10.26 1,537 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 9.94 10.23 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 10.06 8.36 -- 2007 10.00 10.06 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund 9.97 10.24 33,235 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 10.03 10.03 -- 2007 10.00 10.03 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------
B-17
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ Total Return Fund -- Class 3 Shares $ 9.99 $10.89 1,898,649 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ U.S. Equity Fund -- Class 1 Shares 9.96 10.50 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Janus Aspen Series - ------------------------------------------------------------------------------------------------------------------------------ Balanced Portfolio -- Service Shares 9.95 10.72 80,685 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Forty Portfolio -- Service Shares 9.91 13.22 43,427 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Equity Trust - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 9.95 9.75 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Capital and Income Portfolio -- Class II 9.96 9.94 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 9.99 9.45 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Growth Stock Series -- Service Class Shares 9.93 10.77 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Trust Series -- Service Class Shares 9.95 10.69 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Total Return Series -- Service Class Shares 9.98 10.14 50,618 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series -- Service Class Shares 9.93 12.38 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Variable Account Funds - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Balanced Fund/VA -- Service Shares 9.96 10.07 34,668 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Capital Appreciation Fund/VA -- Service Shares 9.91 11.02 -- 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA -- Service Shares 10.01 10.37 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Fund/VA -- Service Shares 9.98 10.15 -- 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 10.04 9.67 35,053 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer MidCap Fund/VA -- Service Shares 9.96 10.32 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ PIMCO Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ All Asset Portfolio -- Advisor Class Shares 9.97 10.53 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ High Yield Portfolio -- Administrative Class Shares 10.03 10.14 -- 2007 10.00 10.03 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Long-Term U.S. Government Portfolio -- Administrative Class Shares 9.88 10.59 44,002 2007 10.00 9.88 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Low Duration Portfolio -- Administrative Class Shares 9.99 10.48 263,735 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Total Return Portfolio -- Administrative Class Shares 9.96 10.58 43,734 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-18
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ---------------------------------------------------------------------------------------------------------- The Prudential Series Fund - ---------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares $ 9.93 $10.68 42,388 2007 10.00 9.93 -- 2006 - ---------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 9.93 10.82 -- 2007 10.00 9.93 -- 2006 - ---------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 9.94 14.34 8,187 2007 10.00 9.94 -- 2006 - ---------------------------------------------------------------------------------------------------------- Rydex Variable Trust - ---------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund 9.81 11.29 -- 2007 (formerly, OTC Fund) 10.00 9.81 -- 2006 - ---------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - ---------------------------------------------------------------------------------------------------------- Equity and Income Portfolio - Class II Shares 10.00 9.70 16,056 2007 - ---------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - ---------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 10.01 9.55 58,760 2007 10.00 10.01 -- 2006 - ---------------------------------------------------------------------------------------------------------- Strategic Growth Portfolio -- Class II Shares 9.93 11.32 -- 2007 10.00 9.93 -- 2006 - ---------------------------------------------------------------------------------------------------------- XTF Advisors Trust - ---------------------------------------------------------------------------------------------------------- ETF 60 Portfolio - Class II Shares 10.00 9.82 63,090 2007 - ----------------------------------------------------------------------------------------------------------
B-19 Guaranteed Income Advantage or Payment Optimizer Plus (for Single Annuitant contracts) Elected (205 bps)
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - --------------------------------------------------------------------------------------------------------------------------------- AIM Variable Insurance Funds - --------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Basic Value Fund -- Series II shares $ 9.97 $ 9.92 -- 2007 10.00 9.97 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Capital Appreciation Fund -- Series I shares 9.99 10.96 -- 2007 10.00 9.99 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Core Equity Fund -- Series II shares 9.99 10.56 -- 2007 10.00 9.99 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AIM V.I. International Growth Fund -- Series II shares 10.12 11.34 36,520 2007 10.00 10.12 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Variable Products Series Fund, Inc. - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.17 14,956 2007 - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Global Technology Portfolio -- Class B 9.95 11.68 -- 2007 10.00 9.95 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Growth and Income Portfolio -- Class B 10.00 10.28 -- 2007 10.00 10.00 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein International Value Portfolio -- Class B 10.12 10.46 92,116 2007 10.00 10.12 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Large Cap Growth Portfolio -- Class B 9.93 11.05 -- 2007 10.00 9.93 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Small Cap Growth Portfolio -- Class B 10.11 11.25 -- 2007 10.00 10.11 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- American Century Variable Portfolios II, Inc. - --------------------------------------------------------------------------------------------------------------------------------- VP Inflation Protection Fund -- Class II 9.93 10.66 -- 2007 10.00 9.93 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- BlackRock Variable Series Funds, Inc. - --------------------------------------------------------------------------------------------------------------------------------- BlackRock Basic Value V.I. Fund -- Class III Shares 10.01 9.95 -- 2007 10.00 10.01 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- BlackRock Global Allocation V.I. Fund -- Class III Shares 10.02 11.46 128,970 2007 10.00 10.02 4,846 2006 - --------------------------------------------------------------------------------------------------------------------------------- BlackRock Large Cap Growth V.I. Fund -- Class III Shares 9.93 10.51 -- 2007 10.00 9.93 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- BlackRock Value Opportunities V.I. Fund -- Class III Shares 10.08 9.76 -- 2007 10.00 10.08 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- Columbia Funds Variable Insurance Trust I - --------------------------------------------------------------------------------------------------------------------------------- Columbia Marsico Growth Fund, Variable Series -- Class A 10.04 11.55 1,126 2007 10.00 10.04 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- Columbia Marsico International Opportunities Fund, Variable Series -- 10.22 11.98 36,528 2007 Class B 10.00 10.22 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- Eaton Vance Variable Trust - --------------------------------------------------------------------------------------------------------------------------------- VT Floating -- Rate Income Fund 10.02 9.97 27,801 2007 10.00 10.02 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- VT Worldwde Health Sciences Fund 9.94 10.33 583 2007 10.00 9.94 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------- Evergreen Variable Annuity Trust - --------------------------------------------------------------------------------------------------------------------------------- Evergreen VA Omega Fund -- Class 2 9.89 10.83 -- 2007 10.00 9.89 -- 2006 - ---------------------------------------------------------------------------------------------------------------------------------
B-20
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- Federated Insurance Series - -------------------------------------------------------------------------------------------------------------------------------- Federated High Income Bond Fund II -- Service Shares $10.03 $10.14 -- 2007 10.00 10.03 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Federated Kaufmann Fund II -- Service Shares 10.01 11.83 1,238 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Funds - -------------------------------------------------------------------------------------------------------------------------------- VIP Balanced Portfolio -- Service Class 2 9.97 10.62 49,171 2007 10.00 9.97 214 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Service Class 2 9.96 11.45 31,528 2007 10.00 9.96 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 10.01 10.46 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Equity -- Income Portfolio -- Service Class 2 10.02 9.93 27,619 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth & Income Portfolio -- Service Class 2 9.95 10.90 -- 2007 10.00 9.95 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth Portfolio -- Service Class 2 9.87 12.25 -- 2007 10.00 9.87 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Investment Grade Bond Portfolio -- Service Class 2 0.00 10.07 27,608 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Class 2 9.94 11.23 13,468 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Value Strategies Portfolio -- Service Class 2 9.99 10.32 -- 2007 10.00 9.99 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares 10.02 10.18 293,197 2007 10.00 10.02 14,285 2006 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.90 8,092 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.00 10.14 -- 2007 10.00 10.00 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.03 10.05 -- 2007 10.00 10.03 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - -------------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares 9.98 10.76 -- 2007 (formerly, Value Equity Fund) 10.00 9.98 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 9.98 10.24 -- 2007 10.00 9.98 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 9.99 11.01 12,513 2007 10.00 9.99 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.01 10.29 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 9.94 10.26 -- 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 10.06 8.39 676 2007 10.00 10.06 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund 9.97 10.26 20,059 2007 10.00 9.97 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 10.03 10.06 -- 2007 10.00 10.03 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------
B-21
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ Total Return Fund -- Class 3 Shares $ 9.99 $10.92 448,490 2007 10.00 9.99 6,447 2006 - ------------------------------------------------------------------------------------------------------------------------------ U.S. Equity Fund -- Class 1 Shares 9.96 10.53 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Janus Aspen Series - ------------------------------------------------------------------------------------------------------------------------------ Balanced Portfolio -- Service Shares 9.96 10.75 24,907 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Forty Portfolio -- Service Shares 9.91 13.26 26,315 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Equity Trust - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 9.95 9.78 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Capital and Income Portfolio -- Class II 9.96 9.96 3,096 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 9.99 9.46 1,211 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Growth Stock Series -- Service Class Shares 9.93 10.79 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Trust Series -- Service Class Shares 9.95 10.72 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Total Return Series -- Service Class Shares 9.98 10.16 22,092 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series -- Service Class Shares 9.94 12.41 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Variable Accounts Funds - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Balanced Fund/VA -- Service Shares 9.97 10.10 15,438 2007 10.00 9.97 6,330 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Capital Appreciation Fund/VA -- Service Shares 9.91 11.05 -- 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA -- Service Shares 10.01 10.40 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Fund/VA -- Service Shares 9.98 10.18 -- 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 10.04 9.69 22,318 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer MidCap Fund/VA -- Service Shares 9.96 10.34 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ PIMCO Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ All Asset Portfolio -- Advisor Class Shares 9.97 10.56 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ High Yield Portfolio -- Administrative Class Shares 10.03 10.17 -- 2007 10.00 10.03 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Long-Term U.S. Government Portfolio -- Administrative Class Shares 9.88 10.62 26,979 2007 10.00 9.88 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Low Duration Portfolio -- Administrative Class Shares 9.99 10.51 158,700 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-22
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares $ 9.96 $10.61 27,594 2007 10.00 9.96 -- 2006 - -------------------------------------------------------------------------------------------------------------- The Prudential Series Fund - -------------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares 9.93 10.71 25,567 2007 10.00 9.93 -- 2006 - -------------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 9.93 10.85 -- 2007 10.00 9.93 -- 2006 - -------------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 9.94 14.38 6,137 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------- Rydex Variable Trust - -------------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund 9.81 11.32 -- 2007 (formerly, OTC Fund) 10.00 9.81 -- 2006 - -------------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - -------------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.72 9,173 2007 - -------------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - -------------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 10.01 9.58 35,406 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------- Strategic Growth Portfolio -- Class II Shares 9.93 11.35 -- 2007 10.00 9.93 -- 2006 - -------------------------------------------------------------------------------------------------------------- XTF Advisors Trust - -------------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.83 -- 2007 - --------------------------------------------------------------------------------------------------------------
B-23 Payment Optimizer Plus (for Joint Annuitant contracts) Elected
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Basic Value Fund -- Series II shares $ 9.97 $ 9.91 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Capital Appreciation Fund -- Series I shares 9.99 10.94 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Core Equity Fund -- Series II shares 9.99 10.54 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AIM V.I. International Growth Fund -- Series II shares 10.12 11.32 4,969 2007 10.00 10.12 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Variable Products Series Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.17 1,891 2007 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Global Technology Portfolio -- Class B 9.95 11.66 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Growth and Income Portfolio -- Class B 10.00 10.26 -- 2007 10.00 10.00 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein International Value Portfolio -- Class B 10.12 10.44 12,558 2007 10.00 10.12 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Large Cap Growth Portfolio -- Class B 9.93 11.03 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Small Cap Growth Portfolio -- Class B 10.11 11.24 -- 2007 10.00 10.11 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ American Century Variable Portfolios II, Inc. - ------------------------------------------------------------------------------------------------------------------------------ VP Inflation Protection Fund -- Class II 9.93 10.64 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Variable Series Funds, Inc. - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Basic Value V.I. Fund -- Class III Shares 10.01 9.94 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Global Allocation V.I. Fund -- Class III Shares 10.02 11.44 31,117 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Large Cap Growth V.I. Fund -- Class III Shares 9.93 10.49 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ BlackRock Value Opportunities V.I. Fund -- Class III Shares 10.08 9.75 -- 2007 10.00 10.08 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Columbia Funds Variable Insurance Trust I - ------------------------------------------------------------------------------------------------------------------------------ Columbia Marsico Growth Fund, Variable Series -- Class A 10.04 11.53 -- 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Columbia Marsico International Opportunities Fund, Variable Series -- 10.22 11.96 4,695 2007 Class B 10.00 10.22 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Eaton Vance Variable Trust - ------------------------------------------------------------------------------------------------------------------------------ VT Floating -- Rate Income Fund 10.02 9.95 3,806 2007 10.00 10.02 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ VT Worldwde Health Sciences Fund 9.94 10.32 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Evergreen Variable Annuity Trust - ------------------------------------------------------------------------------------------------------------------------------ Evergreen VA Omega Fund -- Class 2 9.89 10.81 -- 2007 10.00 9.89 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-24
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- Federated Insurance Series - -------------------------------------------------------------------------------------------------------------------------------- Federated High Income Bond Fund II -- Service Shares $10.03 $10.12 -- 2007 10.00 10.03 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Federated Kaufmann Fund II -- Service Shares 10.01 11.81 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products Funds - -------------------------------------------------------------------------------------------------------------------------------- VIP Balanced Portfolio -- Service Class 2 9.97 10.60 -- 2007 10.00 9.97 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Service Class 2 9.96 11.43 4,124 2007 10.00 9.96 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 10.01 10.45 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Equity-Income Portfolio -- Service Class 2 10.02 9.92 3,780 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth & Income Portfolio -- Service Class 2 9.95 10.88 -- 2007 10.00 9.95 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth Portfolio -- Service Class 2 9.87 12.23 -- 2007 10.00 9.87 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Investment Grade Bond Portfolio -- Service Class 2 0.00 10.06 3,770 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Class 2 9.94 11.21 1,679 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- VIP Value Strategies Portfolio -- Service Class 2 9.99 10.30 -- 2007 10.00 9.99 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares 10.02 10.17 77,714 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.89 29,713 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.00 10.12 -- 2007 10.00 10.00 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.02 10.03 -- 2007 10.00 10.02 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - -------------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares 9.98 10.75 -- 2007 (formerly, Value Equity Fund) 10.00 9.98 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 9.98 10.23 -- 2007 10.00 9.98 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 9.99 11.00 1,708 2007 10.00 9.99 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.01 10.27 -- 2007 10.00 10.01 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 9.94 10.24 -- 2007 10.00 9.94 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 10.06 8.37 -- 2007 10.00 10.06 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund 9.97 10.25 2,744 2007 10.00 9.97 -- 2006 - -------------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 10.03 10.04 -- 2007 10.00 10.03 -- 2006 - --------------------------------------------------------------------------------------------------------------------------------
B-25
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------------ Total Return Fund -- Class 3 Shares $ 9.99 $10.89 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ U.S. Equity Fund -- Class 1 Shares 9.96 10.52 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Janus Aspen Series - ------------------------------------------------------------------------------------------------------------------------------ Balanced Portfolio -- Service Shares 9.95 10.74 1,909 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Forty Portfolio -- Service Shares 9.91 13.24 3,570 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Equity Trust - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 9.95 9.76 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Capital and Income Portfolio -- Class II 9.96 9.95 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 9.99 9.45 -- 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Growth Stock Series -- Service Class Shares 9.93 10.78 -- 2007 10.00 9.93 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Investors Trust Series -- Service Class Shares 9.95 10.70 -- 2007 10.00 9.95 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Total Return Series -- Service Class Shares 9.98 10.15 1,883 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ MFS(R) Utilities Series -- Service Class Shares. 9.94 12.39 -- 2007 10.00 9.94 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Variable Accounts Funds - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Balanced Fund/VA -- Service Shares 9.96 10.08 2,763 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Capital Appreciation Fund/VA -- Service Shares 9.91 11.03 -- 2007 10.00 9.91 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Global Securities Fund/VA -- Service Shares 10.01 10.38 -- 2007 10.00 10.01 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Fund/VA -- Service Shares 9.98 10.17 -- 2007 10.00 9.98 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 10.04 9.68 2,899 2007 10.00 10.04 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Oppenheimer MidCap Fund/VA -- Service Shares 9.96 10.33 -- 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ PIMCO Variable Insurance Trust - ------------------------------------------------------------------------------------------------------------------------------ All Asset Portfolio -- Advisor Class Shares 9.97 10.55 -- 2007 10.00 9.97 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ High Yield Portfolio -- Administrative Class Shares 10.03 10.15 -- 2007 10.00 10.03 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Long-Term U.S. Government Portfolio -- Administrative Class Shares 9.88 10.60 3,592 2007 10.00 9.88 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Low Duration Portfolio -- Administrative Class Shares 9.99 10.49 21,696 2007 10.00 9.99 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------ Total Return Portfolio -- Administrative Class Shares 9.96 10.59 3,587 2007 10.00 9.96 -- 2006 - ------------------------------------------------------------------------------------------------------------------------------
B-26
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ---------------------------------------------------------------------------------------------------------- The Prudential Series Fund - ---------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares $ 9.93 $10.69 3,490 2007 10.00 9.93 -- 2006 - ---------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 9.93 10.83 -- 2007 10.00 9.93 -- 2006 - ---------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 9.94 14.36 671 2007 10.00 9.94 -- 2006 - ---------------------------------------------------------------------------------------------------------- Rydex Variable Trust - ---------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund 9.81 11.30 -- 2007 (formerly, OTC Fund) 10.00 9.81 -- 2006 - ---------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - ---------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.71 -- 2007 - ---------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - ---------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 10.01 9.56 4,841 2007 10.00 10.01 -- 2006 - ---------------------------------------------------------------------------------------------------------- Strategic Growth Portfolio -- Class II Shares 9.93 11.33 -- 2007 10.00 9.93 -- 2006 - ---------------------------------------------------------------------------------------------------------- XTF Advisors Trust - ---------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.82 -- 2007 - ----------------------------------------------------------------------------------------------------------
B-27 Lifetime Income Plus 2007 (for Single Annuitants) Elected
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- AIM Variable Insurance Funds - -------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Core Equity Fund -- Series II shares $10.75 $11.35 1,467 2007 - -------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Basic Value Fund -- Series II shares 11.58 11.47 19,952 2007 - -------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Capital Appreciation Fund -- Series I shares 11.01 12.05 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- AIM V.I. International Growth Fund -- Series II shares 13.39 14.97 389,338 2007 - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Variable Products Series Fund, Inc. - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.16 81,324 2007 - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Global Technology Portfolio -- Class B 11.26 13.19 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Growth and Income Portfolio -- Class B 11.99 12.28 30,210 2007 - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein International Value Portfolio -- Class B 14.06 14.50 911,332 2007 - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Large Cap Growth Portfolio -- Class B 10.61 11.77 18,079 2007 - -------------------------------------------------------------------------------------------------------------------------------- AllianceBernstein Small Cap Growth Portfolio -- Class B 9.40 10.44 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- American Century Variable Portfolios II, Inc. - -------------------------------------------------------------------------------------------------------------------------------- VP Inflation Protection Fund -- Class II 9.92 10.61 24,663 2007 - -------------------------------------------------------------------------------------------------------------------------------- BlackRock Variable Series Funds, Inc. - -------------------------------------------------------------------------------------------------------------------------------- BlackRock Basic Value V.I. Fund -- Class III Shares 12.44 12.34 26,530 2007 - -------------------------------------------------------------------------------------------------------------------------------- BlackRock Global Allocation V.I. Fund -- Class III Shares 11.78 13.44 3,520,615 2007 - -------------------------------------------------------------------------------------------------------------------------------- BlackRock Large Cap Growth V.I. Fund -- Class III Shares 11.34 11.97 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- BlackRock Value Opportunities V.I. Fund -- Class III Shares 11.59 11.20 19,583 2007 - -------------------------------------------------------------------------------------------------------------------------------- Columbia Funds Variable Insurance Trust I - -------------------------------------------------------------------------------------------------------------------------------- Columbia Marsico Growth Fund, Variable Series -- Class A 11.03 12.65 63,434 2007 - -------------------------------------------------------------------------------------------------------------------------------- Columbia Marsico International Opportunity Fund -- Class B 13.42 15.69 398,351 2007 - -------------------------------------------------------------------------------------------------------------------------------- Eaton Vance Variable Trust - -------------------------------------------------------------------------------------------------------------------------------- VT Floating-Rate Income Fund 10.34 10.27 341,996 2007 - -------------------------------------------------------------------------------------------------------------------------------- VT Worldwide Health Sciences Fund 10.40 10.79 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Fidelity Variable Insurance Products Funds - -------------------------------------------------------------------------------------------------------------------------------- VIP Balanced Portfolio -- Service Class 2 10.37 11.01 739,907 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Contrafund(R) Portfolio -- Service Class 2 11.62 13.32 330,318 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 12.06 12.57 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Equity-Income Portfolio -- Service Class 2 12.32 12.18 323,126 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth & Income Portfolio -- Service Class 2 11.63 12.71 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Growth Portfolio -- Service Class 2 10.95 13.55 18,048 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Investment Grade Bond Portfolio -- Service Class 2 10.00 10.05 350,437 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Mid Cap Portfolio -- Service Class 2 11.70 13.19 186,174 2007 - -------------------------------------------------------------------------------------------------------------------------------- VIP Value Strategies Portfolio -- Service Class 2 12.19 12.55 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares 11.45 11.61 10,132,322 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.86 10.97 1,890 2007 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.99 10.99 8,337 2007 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.89 365,447 2007 - --------------------------------------------------------------------------------------------------------------------------------
B-28
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ----------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - ----------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares (formerly, Value Equity Fund) $11.91 $12.81 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 10.21 10.45 23,799 2007 - ----------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 11.13 12.25 151,884 2007 - ----------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.25 10.51 257,202 2007 - ----------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 11.07 11.39 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 13.92 11.58 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund 11.75 12.06 215,968 2007 - ----------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 11.47 11.47 17,129 2007 - ----------------------------------------------------------------------------------------------------------------------------- Total Return Fund -- Class 1 Shares 11.53 12.58 5,422,103 2007 - ----------------------------------------------------------------------------------------------------------------------------- Total Return Fund -- Class 3 Shares 10.56 11.51 15,018,600 2007 - ----------------------------------------------------------------------------------------------------------------------------- U.S. Equity Fund -- Class 1 Shares 11.74 12.39 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series - ----------------------------------------------------------------------------------------------------------------------------- Balanced Portfolio -- Service Shares 11.24 12.11 598,747 2007 - ----------------------------------------------------------------------------------------------------------------------------- Forty Portfolio -- Service Shares 11.21 14.96 296,639 2007 - ----------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Equity Trust - ----------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 11.27 11.05 21,183 2007 - ----------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 10.00 9.45 57,929 2007 - ----------------------------------------------------------------------------------------------------------------------------- MFS(R) Variable Insurance Trust - ----------------------------------------------------------------------------------------------------------------------------- MFS(R) Investors Growth Stock Series -- Service Class Shares 10.93 11.86 5,453 2007 - ----------------------------------------------------------------------------------------------------------------------------- MFS(R) Investors Trust Series -- Service Class Shares 11.55 12.42 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- MFS(R) Total Return Series -- Service Class Shares 11.10 11.27 831,282 2007 - ----------------------------------------------------------------------------------------------------------------------------- MFS(R) Utilities Series -- Service Class Shares. 12.81 15.97 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer Variable Account Funds - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer Balanced Fund/VA -- Service Shares 10.89 11.01 685,502 2007 - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer Capital Appreciation Fund/VA -- Service Shares 11.12 12.37 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA -- Service Shares 12.17 12.61 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Fund/VA -- Service Shares 11.73 11.93 4,871 2007 - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 11.84 11.41 271,964 2007 - ----------------------------------------------------------------------------------------------------------------------------- Oppenheimer MidCap Fund/VA -- Service Shares 10.67 11.05 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust - ----------------------------------------------------------------------------------------------------------------------------- All Asset Portfolio -- Advisor Class Shares 10.33 10.92 -- 2007 - ----------------------------------------------------------------------------------------------------------------------------- High Yield Portfolio -- Administrative Class Shares 10.76 10.88 53,873 2007 - ----------------------------------------------------------------------------------------------------------------------------- Long-Term U.S. Government Portfolio -- Administrative Class Shares 9.91 10.63 346,032 2007 - ----------------------------------------------------------------------------------------------------------------------------- Low Duration Portfolio -- Administrative Class Shares 10.14 10.64 2,256,723 2007 - ----------------------------------------------------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares 10.13 10.76 439,034 2007 - ----------------------------------------------------------------------------------------------------------------------------- The Prudential Series Fund - ----------------------------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares 11.84 12.74 276,774 2007 - ----------------------------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 10.66 11.61 16,381 2007 - ----------------------------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 13.04 18.81 47,807 2007 - -----------------------------------------------------------------------------------------------------------------------------
B-29
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------- Rydex Variable Trust - ------------------------------------------------------------------------------------------------------- NASDAQ 100(R) Fund (formerly, OTC Fund) $10.86 $12.50 -- 2007 - ------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - ------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.70 130,790 2007 - ------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - ------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 11.94 11.39 461,700 2007 - ------------------------------------------------------------------------------------------------------- XTF Advisors Trust - ------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.82 65,946 2007 - -------------------------------------------------------------------------------------------------------
B-30 Lifetime Income Plus 2007 (for Joint Annuitants) Elected
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Basic Value Fund -- Series II shares $10.00 $ 9.49 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Capital Appreciation Fund -- Series I shares 10.00 10.38 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Core Equity Fund -- Series II shares 10.00 9.91 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. International Growth Fund -- Series II shares 10.00 10.35 19,407 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Variable Products Series Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 10.16 4,183 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Global Technology Portfolio -- Class B 10.00 11.45 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Growth and Income Portfolio -- Class B 10.00 9.88 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein International Value Portfolio -- Class B 10.00 9.84 47,405 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Large Cap Growth Portfolio -- Class B 10.00 10.78 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Small Cap Growth Portfolio -- Class B 10.00 10.52 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ American Century Variable Portfolios II, Inc. - ------------------------------------------------------------------------------------------------------------------------ VP Inflation Protection Fund -- Class II 10.00 10.53 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Variable Series Funds, Inc. - ------------------------------------------------------------------------------------------------------------------------ BlackRock Basic Value V.I. Fund -- Class III Shares 10.00 9.43 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Global Allocation V.I. Fund -- Class III Shares 10.00 10.94 25,831 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Large Cap Growth V.I. Fund -- Class III Shares 10.00 10.01 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Value Opportunities V.I. Fund -- Class III Shares 10.00 9.27 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Columbia Funds Variable Insurance Trust I - ------------------------------------------------------------------------------------------------------------------------ Columbia Marsico Growth Fund, Variable Series -- Class A 10.00 11.14 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Columbia Marsico International Opportunity Fund -- Class B 10.00 11.30 17,748 2007 - ------------------------------------------------------------------------------------------------------------------------ Eaton Vance Variable Trust - ------------------------------------------------------------------------------------------------------------------------ VT Floating-Rate Income Fund 10.00 9.78 13,762 2007 - ------------------------------------------------------------------------------------------------------------------------ VT Worldwide Health Sciences Fund 10.00 9.63 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Evergreen Variable Annuity Trust - ------------------------------------------------------------------------------------------------------------------------ Evergreen VA Omega Fund -- Class 2 10.00 10.20 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Federated Insurance Series - ------------------------------------------------------------------------------------------------------------------------ Federated High Income Bond Fund II -- Service Shares 10.00 9.76 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Federated Kaufmann Fund II -- Service Shares 10.00 11.10 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Fidelity Variable Insurance Products Fund - ------------------------------------------------------------------------------------------------------------------------ VIP Balanced Portfolio -- Service Class 2 10.00 10.06 11,154 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Contrafund(R) Portfolio -- Service Class 2 10.00 10.98 15,287 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 10.00 9.93 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Equity-Income Portfolio -- Service Class 2 10.00 9.39 14,174 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Growth & Income Portfolio -- Service Class 2 10.00 10.42 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Growth Portfolio -- Service Class 2 10.00 11.78 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Investment Grade Bond Portfolio -- Service Class 2 10.00 10.05 13,459 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Mid Cap Portfolio -- Service Class 2 10.00 10.56 6,371 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Value Strategies Portfolio -- Service Class 2 10.00 9.22 -- 2007 - ------------------------------------------------------------------------------------------------------------------------
B-31
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares $10.00 $ 9.64 162,373 2007 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.88 25,823 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.00 9.58 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.00 9.59 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - -------------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares (formerly, Value Equity Fund) 10.00 10.21 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 10.00 10.11 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 10.00 10.22 6,559 2007 - -------------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.00 10.16 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 10.00 9.97 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 10.00 8.12 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund 10.00 9.83 10,158 2007 - -------------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 10.00 9.45 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Total Return Fund -- Class 3 Shares 10.00 10.43 476,216 2007 - -------------------------------------------------------------------------------------------------------------------------------- U.S. Equity Fund -- Class 1 Shares 10.00 10.10 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series - -------------------------------------------------------------------------------------------------------------------------------- Balanced Portfolio -- Service Shares 10.00 10.31 37,500 2007 - -------------------------------------------------------------------------------------------------------------------------------- Forty Portfolio -- Service Shares 10.00 12.57 13,497 2007 - -------------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Equity Trust - -------------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 10.00 9.56 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 10.00 9.50 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Variable Insurance Trust - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Investors Growth Stock Series -- Service Class Shares 10.00 10.41 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Investors Trust Series -- Service Class Shares 10.00 10.25 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Total Return Series -- Service Class Shares 10.00 9.74 1,289 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Utilities Series -- Service Class Shares 10.00 10.96 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Variable Account Funds - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Balanced Fund/VA -- Service Shares 10.00 9.70 9,291 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Capital Appreciation Fund/VA -- Service Shares 10.00 10.59 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA -- Service Shares 10.00 9.84 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Fund/VA -- Service Shares 10.00 9.75 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 10.00 9.01 11,082 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer MidCap Fund/VA -- Service Shares 10.00 9.99 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust - -------------------------------------------------------------------------------------------------------------------------------- All Asset Portfolio -- Advisor Class Shares 10.00 10.28 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- High Yield Portfolio -- Administrative Class Shares 10.00 9.84 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Long-Term U.S. Government Portfolio -- Administrative Class Shares 10.00 10.59 12,899 2007 - -------------------------------------------------------------------------------------------------------------------------------- Low Duration Portfolio -- Administrative Class Shares 10.00 10.40 77,921 2007 - -------------------------------------------------------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares 10.00 10.52 12,896 2007 - --------------------------------------------------------------------------------------------------------------------------------
B-32
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ---------------------------------------------------------------------------------------------------------- The Prudential Series Fund - ---------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares $10.00 $10.25 12,981 2007 - ---------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 10.00 10.59 -- 2007 - ---------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 10.00 12.92 2,677 2007 - ---------------------------------------------------------------------------------------------------------- Rydex Variable Trust - ---------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund (formerly, OTC Fund) 10.00 10.91 -- 2007 - ---------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - ---------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.69 3,751 2007 - ---------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - ---------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 10.00 9.13 18,024 2007 - ---------------------------------------------------------------------------------------------------------- XTF Advisors Trust - ---------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.81 8,136 2007 - ----------------------------------------------------------------------------------------------------------
B-33 Lifetime Income Plus 2008 Elected
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ------------------------------------------------------------------------------------------------------------------------ AIM Variable Insurance Funds - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Basic Value Fund -- Series II shares $10.00 $ 9.70 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Capital Appreciation Fund -- Series I shares 10.00 9.72 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. Core Equity Fund -- Series II shares 10.00 9.69 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AIM V.I. International Growth Fund -- Series II shares 10.00 9.65 6,421 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Variable Products Series Fund, Inc. - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Balanced Wealth Strategy Portfolio -- Class B 10.00 9.78 13,759 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Global Technology Portfolio -- Class B 10.00 9.82 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Growth and Income Portfolio -- Class B 10.00 9.72 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein International Value Portfolio -- Class B 10.00 9.52 14,948 2007 - ------------------------------------------------------------------------------------------------------------------------ AllianceBernstein Large Cap Growth Portfolio -- Class B 10.00 9.79 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ American Century Variable Portfolios II, Inc. - ------------------------------------------------------------------------------------------------------------------------ VP Inflation Protection Fund -- Class II 10.00 10.16 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Variable Series Funds, Inc. - ------------------------------------------------------------------------------------------------------------------------ BlackRock Basic Value V.I. Fund -- Class III Shares 10.00 9.63 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Global Allocation V.I. Fund -- Class III Shares 10.00 9.90 3,524 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Large Cap Growth V.I. Fund -- Class III Shares 10.00 9.74 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ BlackRock Value Opportunities V.I. Fund -- Class III Shares 10.00 9.68 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Columbia Funds Variable Insurance Trust I - ------------------------------------------------------------------------------------------------------------------------ Columbia Marsico Growth Fund, Variable Series -- Class A 10.00 9.71 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Columbia Marsico International Opportunity Fund -- Class B 10.00 9.64 6,421 2007 - ------------------------------------------------------------------------------------------------------------------------ Eaton Vance Variable Trust - ------------------------------------------------------------------------------------------------------------------------ VT Floating-Rate Income Fund 10.00 10.02 2,838 2007 - ------------------------------------------------------------------------------------------------------------------------ VT Worldwide Health Sciences Fund 10.00 9.58 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Evergreen Variable Annuity Trust - ------------------------------------------------------------------------------------------------------------------------ Evergreen VA Omega Fund -- Class 2 10.00 9.69 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Federated Insurance Series - ------------------------------------------------------------------------------------------------------------------------ Federated High Income Bond Fund II -- Service Shares 10.00 9.99 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Federated Kaufmann Fund II -- Service Shares 10.00 9.85 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ Fidelity Variable Insurance Products Funds - ------------------------------------------------------------------------------------------------------------------------ VIP Balanced Portfolio -- Service Class 2 10.00 9.83 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Contrafund(R) Portfolio -- Service Class 2 10.00 9.80 5,348 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Dynamic Capital Appreciation Portfolio -- Service Class 2 10.00 9.36 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Equity-Income Portfolio -- Service Class 2 10.00 9.64 4,475 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Growth & Income Portfolio -- Service Class 2 10.00 9.73 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Growth Portfolio -- Service Class 2 10.00 9.72 -- 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Investment Grade Bond Portfolio -- Service Class 2 10.00 10.09 2,839 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Mid Cap Portfolio -- Service Class 2 10.00 9.78 1,858 2007 - ------------------------------------------------------------------------------------------------------------------------ VIP Value Strategies Portfolio -- Service Class 2 10.00 9.61 -- 2007 - ------------------------------------------------------------------------------------------------------------------------
B-34
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton Variable Insurance Products Trust - -------------------------------------------------------------------------------------------------------------------------------- Franklin Income Securities Fund -- Class 2 Shares $10.00 $ 9.87 29,049 2007 - -------------------------------------------------------------------------------------------------------------------------------- Franklin Templeton VIP Founding Funds Allocation Fund -- Class 2 Shares 10.00 9.73 13,444 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 Shares 10.00 9.68 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund -- Class 2 Shares 10.00 9.64 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- GE Investments Funds, Inc. - -------------------------------------------------------------------------------------------------------------------------------- Core Value Equity Fund -- Class 1 Shares (formerly, Value Equity Fund) 10.00 9.82 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Income Fund -- Class 1 Shares 10.00 10.11 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Equity Fund -- Class 1 Shares 10.00 9.75 1,849 2007 - -------------------------------------------------------------------------------------------------------------------------------- Money Market Fund 10.00 10.02 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Premier Growth Equity Fund -- Class 1 Shares 10.00 9.79 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Real Estate Securities Fund -- Class 1 Shares 10.00 9.01 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- S&P 500(R) Index Fund 10.00 9.69 3,523 2007 - -------------------------------------------------------------------------------------------------------------------------------- Small-Cap Equity Fund -- Class 1 Shares 10.00 9.62 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Total Return Fund -- Class 3 Shares 10.00 9.81 57,363 2007 - -------------------------------------------------------------------------------------------------------------------------------- U.S. Equity Fund -- Class 1 Shares 10.00 9.77 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Janus Aspen Series - -------------------------------------------------------------------------------------------------------------------------------- Balanced Portfolio -- Service Shares 10.00 9.84 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Forty Portfolio -- Service Shares 10.00 9.93 5,297 2007 - -------------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Equity Trust - -------------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Aggressive Growth Portfolio -- Class II 10.00 9.71 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Legg Mason Partners Variable Fundamental Value Portfolio -- Class I 10.00 9.68 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Variable Insurance Trust - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Investors Growth Stock Series -- Service Class Shares 10.00 9.79 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Investors Trust Series -- Service Class Shares 10.00 9.74 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Total Return Series -- Service Class Shares 10.00 9.84 3,504 2007 - -------------------------------------------------------------------------------------------------------------------------------- MFS(R) Utilities Series -- Service Class Shares. 10.00 9.83 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Variable Account Funds - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Balanced Fund/VA -- Service Shares 10.00 9.83 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Capital Appreciation Fund/VA -- Service Shares 10.00 9.70 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Global Securities Fund/VA -- Service Shares 10.00 9.69 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Fund/VA -- Service Shares 10.00 9.68 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer Main Street Small Cap Fund/VA -- Service Shares 10.00 9.63 3,169 2007 - -------------------------------------------------------------------------------------------------------------------------------- Oppenheimer MidCap Fund/VA -- Service Shares 10.00 9.63 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- PIMCO Variable Insurance Trust - -------------------------------------------------------------------------------------------------------------------------------- All Asset Portfolio -- Advisor Class Shares 10.00 9.99 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- High Yield Portfolio -- Administrative Class Shares 10.00 10.03 -- 2007 - -------------------------------------------------------------------------------------------------------------------------------- Long-Term U.S. Government Portfolio -- Administrative Class Shares 10.00 10.23 2,836 2007 - -------------------------------------------------------------------------------------------------------------------------------- Low Duration Portfolio -- Administrative Class Shares 10.00 10.07 17,031 2007 - -------------------------------------------------------------------------------------------------------------------------------- Total Return Portfolio -- Administrative Class Shares 10.00 10.13 2,841 2007 - --------------------------------------------------------------------------------------------------------------------------------
B-35
Number of Accumulation Accumulation Accumulation Unit Values at Unit Values at Units at Subaccounts Beginning of Period End of Period End of Period Year - ---------------------------------------------------------------------------------------------------------- The Prudential Series Fund - ---------------------------------------------------------------------------------------------------------- Jennison 20/20 Focus Portfolio -- Class II Shares $10.00 $ 9.65 4,094 2007 - ---------------------------------------------------------------------------------------------------------- Jennison Portfolio -- Class II Shares 10.00 9.77 -- 2007 - ---------------------------------------------------------------------------------------------------------- Natural Resources Portfolio -- Class II Shares 10.00 10.13 1,286 2007 - ---------------------------------------------------------------------------------------------------------- Rydex Variable Trust - ---------------------------------------------------------------------------------------------------------- NASDAQ-100(R) Fund (formerly, OTC Fund) 10.00 9.75 -- 2007 - ---------------------------------------------------------------------------------------------------------- The Universal Institutional Funds, Inc. - ---------------------------------------------------------------------------------------------------------- Equity and Income Portfolio -- Class II Shares 10.00 9.73 3,537 2007 - ---------------------------------------------------------------------------------------------------------- Van Kampen Life Investment Trust - ---------------------------------------------------------------------------------------------------------- Comstock Portfolio -- Class II Shares 10.00 9.50 5,054 2007 - ---------------------------------------------------------------------------------------------------------- XTF Advisors Trust - ---------------------------------------------------------------------------------------------------------- ETF 60 Portfolio -- Class II Shares 10.00 9.68 3,546 2007 - ----------------------------------------------------------------------------------------------------------
B-36 TABLE OF CONTENTS Statement of Additional Information
Page The Company..................................................................... B-3 The Separate Account............................................................ B-3 Additional Information About the Guarantee Account.............................. B-3 The Contracts................................................................... B-4 Transfer of Annuity Units.................................................... B-4 Net Investment Factor........................................................ B-4 Termination of Participation Agreements......................................... B-4 Calculation of Performance Data................................................. B-5 Subaccount Investing in the GE Investments Funds, Inc. -- Money Market Fund.. B-5 Other Subaccounts............................................................ B-6 Other Performance Data....................................................... B-7 Tax Matters..................................................................... B-7 Taxation of Genworth Life and Annuity Insurance Company...................... B-7 IRS Required Distributions................................................... B-7 General Provisions.............................................................. B-8 Using the Contracts as Collateral............................................ B-8 The Beneficiary.............................................................. B-8 Non-Participating............................................................ B-8 Misstatement of Age or Gender................................................ B-8 Incontestability............................................................. B-8 Statement of Values.......................................................... B-8 Trust as Owner or Beneficiary................................................ B-8 Written Notice............................................................... B-8 Legal Developments Regarding Employment-Related Benefit Plans................... B-9 Regulation of Genworth Life and Annuity Insurance Company....................... B-9 Experts......................................................................... B-9 Financial Statements............................................................ B-9
Genworth Life and Annuity Insurance Company 6610 West Broad Street Richmond, Virginia 23230 1 A Statement of Additional Information containing more detailed information about the contract and the Separate Account is available free by writing us at the address below or by calling (800) 352-9910. Genworth Life and Annuity Insurance Company Annuity New Business 6610 West Broad Street Richmond, Virginia 23230 Please mail a copy of the Statement of Additional Information for the Separate Account, Contract Form P1152 1/99 (RetireReady/SM/ Extra/Commonwealth Extra/Extra II) to: Name ___________________________________________________________________________ Address ________________________________________________________________________ Street ________________________________________________________________________________ City State Zip Signature of Requestor _________________________________________________________ Date
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