Exhibit

EX-99.4 3 ex994formofcontracttriplec.htm EXHIBIT 99.4 Exhibit

FORTIS BENEFITS INSURANCE COMPANY

St. Paul, Minnesota

A Stock Company

INDIVIDUAL MVA

[PRODUCT NAME HERE]

We will pay the Annuitant the first of a series of annuity payments on the

annuity commencement date. Subsequent payments will be paid on the same day of

each month according to the provisions of this contract.

This contract is issued in consideration of the payment of the Purchase Payment

shown on the contract data page.

Signed for Fortis Benefits Insurance Company on the Contract Issue Date.

10 DAY RIGHT TO CANCEL CONTRACT

You may cancel this contract by delivering or mailing a Written notice or

sending a telegram to The Company and returning this contract before midnight of

the 10th day after the date You received it. Notice given by mail and return of

this contract by mail are effective on being postmarked, properly addressed, and

postage prepaid. The Company must return the sum of (a) the difference between

the premiums paid including any contract fees or other charges and the amounts

allocated to any separate accounts including the fixed account under this

contract and (b) the cash value of this contract, or if this contract does not

have a cash value, the reserve for this contract, on the date the returned

contract is received by The Company or its agent. The Company must return the

payment within 10 days after it receives notice of cancellation and the returned

contract.

/s/ Dean C. Kopperud /s/ Peggy Ettestad

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

Dean C. Kopperud Peggy Ettestad

SENIOR VICE PRESIDENT SENIOR VICE PRESIDENT

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY

NON-PARTICIPATING. NO DIVIDENDS.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT

EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE, MAY INCREASE OR DECREASE AND

ARE NOT GUARANTEED AS TO AMOUNT. THE VARIABLE PROVISIONS OF THIS CONTRACT ARE

FOUND ON PAGE 9.

PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE

ADJUSTMENT FORMULA, WHICH MAY RESULT IN UPWARD AND DOWNWARD ADJUSTMENTS IN

AMOUNTS PAYABLE, INCLUDING SURRENDERS, TRANSFERS, AND AMOUNTS APPLIED TO

PURCHASE AN ANNUITY. THE MARKET VALUE ADJUSTMENT PROVISION IS FOUND ON PAGE 8.

<PAGE>

READ YOUR CONTRACT CAREFULLY.

This contract is a legal contract between the contract owner and Fortis Benefits

Insurance Company.

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TABLE OF CONTENTS

Page #

<S> <C>

Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Fixed Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Fixed Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Market Value Adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Purchase Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Variable Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Variable Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .14

</TABLE>

Any contract amendments or endorsements follow the contract data page.

Additional benefits added by rider follow the Optional Annuity Forms Tables.

<PAGE>

CONTRACT DATA PAGE

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<S> <C>

ANNUITANT: John Doe

OWNER: John Doe

CONTRACT NUMBER: 0000000000

BENEFICIARY AT ISSUE: Jane Doe

CONTRACT ISSUE DATE: May 1, 1998

ANNUITY COMMENCEMENT DATE: July 7, 2024

SURRENDER CHARGE: The surrender charge is 7% of each

Purchase Payment for the first three

years and decreases to 5%, 4%, 3%, 2%

in years four through seven,

respectively. Details can be found

on pages 10 and 11.

ANNUAL ADMINISTRATIVE CHARGE: NONE

MAXIMUM ASSET CHARGE FACTOR: 1.20% Annually (or .0032877% Daily)

(For the Variable Account Only)

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CURRENT MAXIMUM

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

TRANSFER CHARGE: $0.00 $25.00

</TABLE>

INITIAL PURCHASE PAYMENT: $25,000

Amounts withdrawn from the fixed account (including transfers) may be subject to

a Market Value Adjustment. See details on pages 8.

FUTURE ALLOCATION OF NET PURCHASE PAYMENTS

Shown below is the Net Purchase Payment allocation You selected at the contract

Issue Date.

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INVESTMENT CHOICE PERCENTAGE

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

<S> <C>

[MVA 1 Year] 0%

[MVA 2 Year] 0%

[MVA 3 Year] 0%

[MVA 4 Year] 0%

[MVA 5 Year] 0%

[MVA 6 Year] 0%

[MVA 7 Year] 0%

[MVA 8 Year] 0%

[MVA 9 Year] 0%

[MVA 10 Year] 0%

[Federated International Equity Fund II] 50%

[Federated Growth Strategies Fund II] 20%

[Federated American Leaders Fund II] 0%

[Federated Equity Income Fund II] 30%

[Federated Utility Fund II] 0%

[Federated High Income Bond Fund II] 0%

[Federated Prime Money Fund II] 0%

[Federated Fund for U.S. Government Securities II] 0%

[____________________________]

</TABLE>

<PAGE>

DEFINITIONS

WE, US, OUR, THE COMPANY

Fortis Benefits Insurance Company.

YOU, YOUR

The owner of this contract, or after the annuity commencement date, the

Annuitant.

ACCUMULATION UNIT

A unit of measurement used to calculate the value of Your interest in the

Variable Account before the annuity commencement date.

ANNIVERSARY, ANNIVERSARIES

After Contract Issue Date, the same day and month in each subsequent year.

ANNUITANT

The person or persons named in the Application and on whose life the first

annuity payment is to be made. If such person dies before the annuity

commencement date and there is an additional Annuitant named in the Application

who survives, the additional Annuitant shall become the Annuitant. If there is

no named additional Annuitant, or the additional Annuitant has predeceased the

Annuitant named in the Application, the owner, if he or she is a natural person,

shall become the Annuitant. The contract owner is not permitted to name more

than one Annuitant under a contract used in connection with a retirement plan

that receives favorable tax treatment under the Internal Revenue Code.

ANNUITY UNIT

A unit of measurement to calculate variable annuity payments.

APPLICATION

The document You signed, if any, to apply for this contract.

BENEFICIARY

The person entitled to receive benefits as per the terms of this contract in

case of the death of the Annuitant or the contract owner or the joint owner, as

applicable.

CONTRACT ISSUE DATE

The date on which this contract becomes effective as shown on the contract data

page.

CONTRACT VALUE

The total of the fixed account value and the Variable Account value.

CONTRACT YEAR

A period of 12 consecutive months beginning on the Issue Date or any Anniversary

thereafter.

COVERED PERSON

The owner or joint owner of this contract or the owner's spouse if such spouse

is the Annuitant.

DATE OF DEPOSIT

The date We receive any Purchase Payment at Our Home Office.

DESIGNATED BENEFICIARY

The person designated as the Beneficiary by the contract owner.

FIXED ANNUITY OPTION

An annuity option with payments which do not vary as to dollar amount.

FUND

The Fund or Funds are those investment portfolios available under this contract

to which the owner may allocate Net Purchase Payments, each of which is, or is a

series of, a management investment company

<PAGE>

registered under the Investment Company Act of 1940.

GUARANTEE PERIOD

The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE

The rate of interest We credit on an effective annual basis during any Guarantee

Period.

HOME OFFICE

Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2000,

extension 3057; Mailing Address: P.O. Box 64272, St. Paul, Minnesota 55164.

HOSPITAL OR SKILLED HEALTH CARE FACILITY

A facility which: (1) is licensed by an appropriate licensing agency to provide

health services; and (2)provides 24-hour-a-day nursing service; and (3)has a

doctor available for emergency situations; and (4)has a nurse on duty or on call

at all times; and (5) maintains clinical records; and (6) has appropriate

methods for administering drugs.

MARKET VALUE ADJUSTMENT (MVA)

A positive or negative adjustment in the fixed account value that We may make if

such value is paid out before the end of a Guarantee Period in which it was

being held.

NET ASSET VALUE PER SHARE

The net assets of the Fund portfolio divided by the number of shares in the Fund

portfolio.

NET PURCHASE PAYMENT

The gross amount of the Purchase Payment less any applicable premium taxes.

PURCHASE PAYMENT

An amount paid to The Company under this contract as consideration for the

benefits described herein.

SUBACCOUNT

The Subaccounts of the Variable Account to which Contract Value may be

allocated. Each Subaccount invests all of its assets in a portfolio of the Fund

having the same investment policies and objectives as that Subaccount.

VALUATION DATE

All business days except, with respect to any Subaccount, days on which the

related portfolio does not value its shares.

VALUATION PERIOD

The period that starts at the close of the New York Stock Exchange on a

Valuation Date and ends at the close of the Exchange on the next succeeding

Valuation Date.

VARIABLE ACCOUNT

A segregated investment account entitled "Variable Account D", established by Us

pursuant to applicable law. That portion of the assets of the Variable Account

equal to the reserves and other contract liabilities with respect to the

Variable Account shall not be chargeable with liabilities arising out of any

other business We may conduct. Income, gains and losses, whether or not

realized, from assets allocated to the Variable Account, are credited to or

charged against such account without regard to Our other income, gains or

losses.

VARIABLE ANNUITY OPTION

An annuity option under which We promise to pay the Annuitant or other properly

designated payee one or more payments which vary in amount in accordance with

the net investment experience of the applicable Subaccounts selected to measure

the value of the payments.

WRITTEN, IN WRITING

A Written request or notice in acceptable form and content, which is signed,

dated, and received at Our Home Office.

<PAGE>

GENERAL PROVISIONS

THE CONTRACT

This contract is issued in consideration of the payment of the initial Purchase

Payment. All statements made in the Application will be deemed representations

and not warranties, and no statement will void this contract or be used in

defense to a claim unless it is contained in the Application. Only an officer of

The Company can agree to change or waive any provisions of this contract.

INCONTESTABILITY

This contract is incontestable.

MISSTATEMENT OF AGE OR SEX

If any date of birth or sex, or both, has been misstated in the Application, or

elsewhere, the amounts payable under this contract will be the amounts which

would have been provided using the correct age or sex, or both. Any deficiency

in the payments already made by Us will be paid immediately and any excess in

the payments already made by Us will be charged against the benefits falling due

after adjustment. The amount of any adjustment will be credited or charged

interest at the effective annual rate of 3% per year.

GUARANTEES

Subject to the Net investment factor provision, We guarantee that the dollar

amount of variable annuity payments made during the lifetime of the payee(s)

will not be adversely affected by Our actual mortality experience or by the

actual expenses incurred by Us in excess of the expense deductions provided for

in this contract.

SETTLEMENT

All benefits under this contract are payable from Our Home Office.

NON-PARTICIPATING

This contract is non-participating and does not share in Our surplus earnings.

BENEFICIARY

Subject to the rights of an irrevocably Designated Beneficiary, You may change

or revoke the designation of a Beneficiary at any time before the annuity

commencement date while a contract owner and the Annuitant are living. You must

send Us a Written designation or revocation. The change or revocation will not

be binding upon Us until it is received by Us at Our Home Office. When it is so

received, the change or revocation will be effective as of the date on which the

beneficiary designation or revocation was signed, but the change or revocation

will be without prejudice to Us on account of any payment made or any action

taken by Us prior to receiving the change or revocation.

In the event of the death of a contract owner or the Annuitant prior to the

annuity commencement date, the Beneficiary will be as follows: The Beneficiary

shall be the surviving contract owner, if any, notwithstanding that the

Designated Beneficiary may be different. Otherwise, the Beneficiary will be the

Designated Beneficiary. If there is no such Designated Beneficiary in effect or

if such Designated Beneficiary is no longer living, the estate of the last

surviving contract owner will be the Beneficiary.

RIGHTS RESERVED BY US

Upon notice to You, this contract may be modified by Us, but only if such

modification is necessary to:

(1) Operate the Variable Account in any form permitted under the Investment

Company Act of 1940 or in any other form permitted by law.

(2) Transfer any assets in any Subaccount to another Subaccount, or to one or

more separate accounts, or to the fixed account.

(3) Add, combine or remove Subaccounts in the Variable Account.

(4) Substitute for the shares held in any Subaccount, the shares of another

portfolio of the Funds or the shares of another investment company or any

other investment permitted by law.

<PAGE>

(5) Make any changes as required by the Internal Revenue Code or by any other

applicable law in order to continue treatment of this contract as an

annuity.

When required by law, We will obtain Your approval of changes and We will gain

approval from any appropriate regulatory authority.

TERMINATION

This contract remains in force until surrendered for its full value, or all

annuity payments have been made, or the death benefit has been paid.

If the Contract Value is less than $1,000, We may cancel this contract on any

Valuation Date. We will notify You at least 90 days in advance of Our intention

to cancel this contract. Such cancellation would be considered a full surrender

of this contract.

PURCHASE PAYMENTS

PAYMENTS

The initial Purchase Payment is shown on the contract data page. The initial

Purchase Payment must be at least $5,000 ($2,000 for qualified contracts).

Additional Purchase Payments must be at least $500. We reserve the right to

refuse a Purchase Payment for any reason.

ALLOCATION OF PURCHASE PAYMENTS

The future allocation for all Net Purchase Payments is shown on the contract

data page and will remain in effect until changed by Written notice. The

percentage allocation for future Net Purchase Payments may be changed at any

time by Written notice. Changes in the allocation will be effective on the date

We receive Your notice. The allocation may be 100% to any available Subaccount

or Guarantee Period, or may be divided among the accounts in whole percentage

points totaling 100%.

PREMIUM TAXES

Premium taxes, if any, levied by any unit of government will be deducted from

the Contract Value.

OWNERSHIP PROVISIONS

EXERCISE OF CONTRACT RIGHTS

This contract belongs to the owner. As owner, You will be entitled to exercise

all rights and privileges in connection with this contract. In any case, such

rights and privileges can be exercised without the consent of the Beneficiary

(other than an irrevocably Designated Beneficiary) or any other person. Such

rights and privileges may be exercised only during the lifetime of the Annuitant

and prior to the annuity commencement date, except as otherwise provided in this

contract.

Unless You specify otherwise, the Annuitant becomes the payee on the annuity

commencement date. Thereafter, a Beneficiary becomes the payee on the death of

the Annuitant. Such payees may thereafter exercise such rights and privileges,

if any, of ownership which continue.

CHANGE OF OWNERSHIP

Ownership of a qualified contract and any interest therein evidenced by this

contract, may not be transferred except to:

(1) the Annuitant;

(2) a trustee or successor trustee of a pension or profit sharing trust which

is qualified under Section 401 of the Internal Revenue Code;

(3) the employer of the Annuitant provided that the qualified contract after

transfer is maintained under the terms of a retirement plan qualified under

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

Annuitant;

<PAGE>

(4) the trustee of an individual retirement account plan qualified under

Section 408 of the Internal Revenue Code; or

(5) as otherwise permitted from time to time by laws and regulations governing

the retirement or deferred compensation plans for which a qualified

contract may be issued.

In no other case may a qualified contract be sold, assigned, transferred,

discounted or pledged as collateral.

The owner of a non-qualified contract may change the ownership of this contract.

During the lifetime of the Annuitant and prior to the annuity commencement date,

You may change the ownership interest in Your non-qualified contract.

A change of ownership will not be binding upon Us until We receive Written

notification at Our Home Office. When such notification is so received, the

change will be effective as of the date You signed the request for change, but

the change will be without prejudice to Us on account of any payment made or any

action taken by Us prior to receiving the change.

PERIODIC REPORTS

Prior to the annuity commencement date, We will send You, at least once during

each Contract Year, a statement showing the Contract Value as of a date not more

than two months previous to the date of mailing. We will also send such

statements as may be required by applicable laws, rules and regulations.

FIXED ACCOUNT

The fixed account is a non-unitized separate account that We use to account for

amounts allocated to Guarantee Periods under this contract. All amounts

allocated to a Guarantee Period, whether Net Purchase Payments or transfers,

become part of the fixed account. That portion of the assets of the fixed

account equal to the reserves and other contract liabilities with respect to the

fixed account shall not be chargeable with liabilities arising out of any other

business We may conduct.

FIXED ACCOUNT VALUE

When We receive a Purchase Payment, all or that portion, if any, of the Net

Purchase Payment which is allocated to the fixed account will be allocated to

the Guarantee Period(s) You select. Your fixed account value, if any, for any

Valuation Period is equal to the sum of the values in each of Your Guarantee

Periods.

The value in any one Guarantee Period on a Valuation Date is the accumulated

value of the Net Purchase Payment (or transfer) at the Guaranteed Interest Rate

minus the accumulated value of surrenders and transfers out of that Guarantee

Period at the Guaranteed Interest Rate.

GUARANTEE PERIODS

You may select one or more Guarantee Period(s) from those We make available. The

period(s) selected will determine the Guaranteed Interest Rate(s). The Net

Purchase Payment or the portion thereof (or amount transferred in accordance

with the Transfer Privilege Provision) allocated to a particular Guarantee

Period will earn interest at the Guaranteed Interest Rate during the Guarantee

Period. Guarantee Periods begin on the Date of Deposit or, in the case of a

transfer, on the effective date of the transfer. The Guarantee Period is the

number of years We credit the Guaranteed Interest Rate. The expiration date of

any Guarantee Period is the last day of the Guarantee Period. Subsequent

Guarantee Periods begin on the first day following the expiration date. As a

result of Guarantee Period renewals, additional purchase payments and transfers

of portions of the Contract Value, Guarantee Periods of the same duration may

have different expiration dates and Guaranteed Interest Rates.

We will notify You In Writing at least 45 and no more than 75 days prior to the

expiration date for any Guarantee Period. A new Guarantee Period of the same

duration as the previous Guarantee Period will begin automatically at the end of

the previous Guarantee Period unless We receive Written notice to the contrary

at least 3 business days prior to the end of such Guarantee Period. You may

elect a different Guarantee Period or Subaccount from those We offer at such

time.

<PAGE>

GUARANTEED INTEREST RATES

We will periodically establish an applicable Guaranteed Interest Rate for each

Guarantee Period We offer. These rates will be guaranteed for the duration of

the respective Guarantee Periods.

No Guaranteed Interest Rate shall be less than an effective annual rate of 3%

per year.

MARKET VALUE ADJUSTMENT (MVA)

Withdrawals from the fixed account will be subject to a MVA as follows:

The MVA is applied to any withdrawal from the fixed account and includes the

following:

(1) transfers;

(2) surrenders; or

(3) amounts applied to purchase an annuity.

The MVA does not apply to:

(1) death benefits payable prior to annuity commencement;

(2) withdrawals effective within 15 days of the expiration date of a Guarantee

Period;

(3) withdrawals from a one-year Guarantee Period; or

(4) an Earnings Sweep (as hereafter defined)

An Earning Sweep means an arrangement with Us whereby an amount is withdrawn

from the fixed account or transferred to the Variable Account on an automatic

periodic basis. The amount may not exceed the interest accrued in the fixed

account since the latter of the following: (1) Your election of an Earnings

Sweep; or (2) the last withdrawal or transfer pursuant to an Earnings Sweep then

in effect. We may establish, from time to time, minimums for the amount of each

withdrawal or transfer under the Earnings Sweep program. We may also from time

to time, establish limitations on the frequency of such periodic withdrawals or

transfers and the number of Guarantee Periods which may be subject to such an

arrangement. However, once any such Earnings Sweep has been begun by You, We

will not change any such limitation that would affect You without giving You 30

days advance Written notice.

The MVA may increase or decrease the amount of fixed account value being

withdrawn or transferred. The comparison of two Guaranteed Interest Rates

determines whether the MVA produces an increase or a decrease. The first rate to

compare is the Guaranteed Interest Rate for the amount being transferred or

withdrawn. The second rate is the Guaranteed Interest Rate then being offered

for new Guarantee Periods of the same duration as that remaining in the

Guarantee Period from which the funds are being withdrawn or transferred. If the

first rate exceeds the second by more than 1/2%, the MVA produces an increase.

If the first rate does not exceed the second by at least 1/2%, the MVA produces

a decrease.

The MVA will be determined by multiplying the amount being withdrawn from the

Guarantee Period (before deduction of any applicable surrender charge) by the

following factor:

[ ( 1 + I ) / ( 1 + J + .005 ) ] (N/12) - 1

Where:

- - I is the Guaranteed Interest Rate being credited to the amount being

withdrawn from the existing Guarantee Period,

- - J is the Guaranteed Interest Rate then being offered for new Guarantee

Periods with durations equal to the number of years remaining in the

existing Guarantee Period (rounded up to the next higher number of years),

and

- - N is the number of months remaining in the current Guarantee Period

(rounded up to the next higher number of months).

<PAGE>

VARIABLE ACCOUNT

SUBACCOUNTS

The Variable Account has several Subaccounts, each investing in one of the

corresponding portfolios of the Funds. Net Purchase Payments are initially

allocated to the Subaccounts and the fixed account as shown on the contract data

page.

We will use the Net Purchase Payments and any transferred amounts to purchase

portfolio shares applicable to the Subaccounts at their net asset value. We will

be the owner of all portfolio shares purchased with the Net Purchase Payment or

transferred amount.

SUBACCOUNT ACCUMULATION UNITS

Net Purchase Payments received under this contract and transferred amounts

allocated to the Variable Account will be credited in the form of Subaccount

Accumulation Units. The number of Subaccount Accumulation Units is found by

dividing the amount of the Net Purchase Payment or transferred amount allocated

to the Subaccount by the Subaccount Accumulation Unit value at the end of the

Valuation Period in which the Purchase Payment or transfer request was received

at the Home Office. The value of each Subaccount Accumulation Unit with respect

to the contracts was arbitrarily set as of the date the Subaccount first

purchased the portfolio shares with respect to the contracts. Subsequent values

on any Valuation Date are equal to the previous Subaccount Accumulation Unit

value times the net investment factor for the Valuation Period ending on that

Valuation Date.

NET INVESTMENT FACTOR

The net investment factor is an index applied to measure the investment

performance of a Subaccount from one Valuation Period to the next. The net

investment factor may be greater or less than or equal to one; therefore, the

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

The net investment factor for a Subaccount is determined by dividing (1) by (2),

and then subtracting (3) from the result, where:

(1) is the net result of:

(a) the Net Asset Value Per Share of the portfolio shares held in the

Subaccount, determined at the end of the current Valuation Period,

(b) plus the per share amount of any dividend or capital gain

distributions made on the portfolio shares held in the Subaccount

during the current Valuation Period,

the decrease, in any income taxes reserved for which We determine to

have resulted from the investment operations of the Subaccount or any

other taxes which are applicable to this contract.

(2) is the Net Asset Value Per Share of the portfolio shares held in the

Subaccount, determined at the beginning of the current Valuation Period,

and

(3) is a factor representing the mortality risk, expense risk, and

administrative expense charge. We will determine the asset charge factor

annually, but in no event may it exceed the maximum asset charge factor as

specified on the contract data page.

VARIABLE ACCOUNT VALUE

Your Variable Account value for any Valuation Period is the total of Your values

in each Subaccount. Your value for each Subaccount is equal to:

(1) Your number of Subaccount Accumulation Units,

(2) times the Subaccount Accumulation Unit value for the Valuation Period.

Your Variable Account value will vary from Valuation Date to Valuation Date

reflecting Your total value in the

<PAGE>

Subaccounts.

TRANSFERS

We will make transfers at the end of the Valuation Period in which We receive

Your request for the transfer subject to the following restrictions. We reserve

the right to restrict the frequency of or otherwise modify, condition,

terminate, or impose charges upon transfers. The current and maximum transfer

charges are shown on the contract data page. In addition, the Funds may impose

transfer charges.

Before the annuity commencement date, You may transfer part or all of Your

Contract Value. Each transfer must be at least $1,000 or the total value of any

Subaccount or Guarantee Period, if less. Transfers from the fixed account may

be subject to a MVA.

No transfers from the fixed account may be made after the annuity commencement

date.

SURRENDERS

GENERAL SURRENDER PROVISIONS

The amount surrendered will normally be paid to You within seven days of:

(1) Our receipt of Your Written request; and

(2) Our receipt of this contract, if required.

We reserve the right to defer payment of surrenders from the fixed account for

up to 6 months from the date We receive Your request.

FULL SURRENDER

At any time prior to the annuity commencement date and during the lifetime of

the Annuitant, You may surrender this contract by sending Us a Written request.

The amount payable on surrender is:

(1) the Contract Value at the end of the Valuation Period in which We receive

Your request,

(2) minus any applicable surrender charge,

(3) plus or minus any applicable MVA.

The amount payable upon surrender will not be less than the amount required by

state law.

Upon payment of the above surrender amount, this contract is terminated and We

have no further obligation under this contract.

All collateral assignees must consent to any surrender. We may require that this

contract be returned to Our Home Office prior to making payment.

PARTIAL SURRENDER

At any time prior to the annuity commencement date and during the lifetime of

the Annuitant, You may surrender a portion of the fixed account value and/or the

Variable Account value. You must send Us a Written request specifying the

accounts from which the surrender is to be made. If You do not so specify, the

partial surrender will be taken from the Subaccounts and the fixed account on a

pro rata basis. Surrenders will be made effective at the end of the Valuation

Period in which We receive Your Written request.

You must surrender an amount equal to at least $500. If the Contract Value

remaining would be less than $1,000, We may treat Your request as a full

surrender.

We will surrender Subaccount Accumulation Units from the Variable Account,

and/or dollar amounts from the fixed account, so that the total amount

surrendered equals the sum of the following:

(1) the amount payable to You,

(2) plus any surrender charges,

(3) plus or minus any applicable MVA.

<PAGE>

SURRENDER CHARGE

A surrender charge is imposed on the withdrawal of any Purchase Payment that is

less than seven years old. The amount of the surrender charge is determined

separately for each Purchase Payment and is expressed as a percentage of the

Purchase Payment as follows:

<TABLE>

Number of Years Since Surrender Charge as a

Purchase Payment was Credited Percentage of Purchase Payment

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

Less than 3 7%

At least 3 but less than 4 5%

At least 4 but less than 5 4%

At least 5 but less than 6 3%

At least 6 but less than 7 2%

7 or more 0%

</TABLE>

These percentages apply to any full or partial surrender of Purchase Payments

that are not eligible for a free surrender.

ORDER OF SURRENDER

For purposes of determining surrender charges, the Contract Value is divided

into the following categories:

(1) New Purchase Payments - Purchase Payments We received within seven years of

the date of surrender or partial surrender.

(2) Old Purchase Payments - Purchase Payments not defined as New Purchase

Payments.

(3) Earnings - the current value of a Purchase Payment minus the original value

of the Purchase Payment.

Surrenders will be taken from the Contract Value available in the following

order:

(1) Old Purchase Payments.

(2) New Purchase Payments.

(3) Earnings.

FREE SURRENDER

Surrenders taken from the following amounts are not subject to a surrender

charge:

(1) Old Purchase Payments not already surrendered.

(2) In each Contract Year, 10% of all New Purchase Payments.

(3) Earnings available after all Purchase Payments have been surrendered.

SURRENDER CHARGES AT DEATH OR ANNUITIZATION

No surrender charge is imposed upon amounts applied to purchase an annuity or

upon payment of a death benefit.

WAIVER OF SURRENDER CHARGE FOR HOSPITAL OR SKILLED HEALTH CARE FACILITY

CONFINEMENT

Surrender charges under this contract that are normally assessed upon total or

partial surrender will not apply if the following requirements are met:

(1) We receive satisfactory Written proof that a Covered Person is confined in

a Hospital or Skilled Health Care Facility; and

(2) Such confinement has lasted for 60 consecutive days and the Covered Person

continues to be confined in the Hospital or Skilled Health Facility when

the request for total or partial surrender is made; and

(3) Such confinement began after the Contract Issue Date.

-or-

<PAGE>

(1) The request for total or partial surrender is received within 60 days

following a Covered Person's discharge from a Hospital or Skilled Health

Care Facility after confinement of at least 60 consecutive days; and

(2) Such confinement began after the Contract Issue Date.

Surrender charges will not be waived when a confinement is due to substance

abuse or mental or personality disorders without a demonstrable organic nature.

A degenerative brain disease such as Alzheimer's Disease is considered organic

in nature.

DEATH BENEFIT

DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE

A death benefit will be paid to the Beneficiary if, prior to the annuity

commencement date:

(1) the current contract owner dies, or

(2) the last remaining Annuitant dies, leaving no surviving contract owner who

is a natural person.

This section makes reference to the age of the contract owner. If the contract

owner is a nonnatural person, the relevant age will instead be that of the

Annuitant.

This section makes reference to "Pro Rata Adjustments." A Pro Rata Adjustment

is calculated separately for each withdrawal, creating a decrease in the death

benefit proportional to the decrease the withdrawal makes in the Contract Value.

Pro Rata Adjustments are made for amounts withdrawn for partial surrenders and

any associated negative MVAs and surrender charges (which shall be deemed to be

amounts withdrawn) but not for any contract fee-related surrenders.

The death benefit will equal the greatest of (1), (2), or (3):

(1) The Contract Value as of the date used for valuing the death benefit.

(2) The highest Anniversary value of each of the contract's Anniversaries prior

to the earlier of: (a) the date of the decedent's death, or (b) Your

attainment of age 80.

An Anniversary value is determined for each applicable Anniversary, and is

equal to:

(a) the Contract Value on the Anniversary, plus

(b) any Net Purchase Payments made since the Anniversary, reduced by

The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount, divided by

(b) the Contract Value immediately before the amount was withdrawn, the

result multiplied by

I. the Contract Value on the Anniversary, plus

II. Net Purchase Payments made since the Anniversary and before the

given withdrawal, minus

III. Pro Rata Adjustments for withdrawals made since the Anniversary

and before the given withdrawal.

(3) If the decedent dies prior to the date You reach age 80, the amount of the

death benefit is the lesser of (a) and (b), as follows:

<PAGE>

(a) the sum of:

I. the accumulation (without interest) of Net Purchase Payments,

reduced by Pro Rata Adjustments for any withdrawals; plus

II. an amount equal to interest on such net accumulation value, as it

is adjusted for each applicable Net Purchase Payment and Pro Rata

Adjustment, at an effective annual rate of 4%; or

(b) 200% of (a)I.

The resulting amount (the lesser of (a) and (b)) will be referred to as the

"Roll-up Amount."

If the decedent dies on or after the date You reach age 80, the amount of

the death benefit is equal to:

(a) The "Roll-up Amount" as of the date You reached age 80; plus

(b) the accumulation (without interest) of Net Purchase Payments made on

or after the date You reached age 80; reduced by

reached age 80.

The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount; divided by

(b) the Contract Value immediately before the amount was withdrawn; the

result multiplied by

I. the Roll-up Amount prior to the withdrawal; plus

II. any Net Purchase Payments made on or after the date You reached

age 80 and before the given withdrawal; reduced by

III. Pro Rata Adjustments for any withdrawals made on or after the

date You reached age 80 and before the given withdrawal.

If a positive MVA would otherwise apply, the death benefit may be less than the

amount payable on a full surrender on the date used to value the death benefit.

The death benefit will be paid when We receive:

(1) proof of the decedent's death; and

(2) a Written request from the Beneficiary for either a single sum or payment

under an annuity form.

We will pay a single sum to the Beneficiary unless an annuity option is chosen.

DEATH BENEFIT ON OR AFTER THE ANNUITY COMMENCEMENT DATE

If the Annuitant dies on or after the annuity commencement date, the Beneficiary

will receive the death benefit, if any, as provided by the annuity form in

effect.

DISTRIBUTION OF PROCEEDS AT DEATH OF CONTRACT OWNER

If the owner under a non-qualified contract dies prior to the Annuitant and

before the annuity commencement date, the death benefit must be distributed to

the Beneficiary, if then alive, either (1) within five years after the date of

death of the contract owner, or (2) over some period not greater than the life

or expected life of the Beneficiary, with annuity payments beginning within one

year after the date of death of the contract owner. The person named as Your

Beneficiary in the Application shall be considered the Designated Beneficiary

for the purposes of Section 72(s) of the Internal Revenue Code and if no person

then living has been so named, then the Annuitant will automatically be the

Designated Beneficiary for this purpose. In all cases, any such Designated

Beneficiary will not be entitled to exercise any rights prohibited by applicable

federal income tax law.

<PAGE>

These mandatory distribution requirements will not apply when the Designated

Beneficiary is the spouse of the deceased contract owner, if the spouse elects

to continue this contract in the spouse's own name, as owner. When the deceased

owner was also the Annuitant, the surviving spouse (if the Designated

Beneficiary) may elect to be named as both contract owner and Annuitant and

continue this contract.

If the payee dies after the annuity commencement date and before all of the

payments under the annuity form have been distributed, the remaining amount

payable, if any, must be distributed at least as rapidly as the method of

distribution then in effect.

PROOF OF DEATH

We accept any of the following as proof of death:

(1) A copy of a certified death certificate.

(2) A copy of a certified decree of a court of competent jurisdiction as to the

finding of death.

(3) A Written statement by a medical doctor who attended the deceased at the

time of death.

(4) Any other proof satisfactory to Us.

PAYMENT OF BENEFITS

GENERAL

On the annuity commencement date, the Contract Value, adjusted by the MVA, will

be applied, as specified by the contract owner, to provide payments to the

Annuitant under one or more of the annuity options provided in this contract or

under such other settlement options as may be agreed to by The Company. If more

than one person is named as Annuitant, due to the designation of multiple

Annuitants, the contract owner may elect to name one of such persons to be the

sole Annuitant as of the annuity commencement date.

APPLICATION OF CONTRACT VALUE

Unless directed otherwise, We will apply the fixed account value to provide a

fixed annuity, and the Variable Account value to provide a variable annuity. You

must tell Us In Writing at least 30 days prior to the annuity commencement date

if You want Us to apply fixed and Variable Account values in different

proportions.

ANNUITY COMMENCEMENT DATE

The annuity commencement date is selected by You and stated in the Application.

You may change the annuity commencement date at any time if We receive Written

notice at least 30 days before both the current annuity commencement date and

the new annuity commencement date.

If the annuity commencement date does not occur on a Valuation Date that is at

least two years after the Contract Issue Date, We reserve the right to change

the annuity commencement date to the first Valuation Date that is at least two

years after the Contract Issue Date.

FREQUENCY AND AMOUNT OF PAYMENTS

Annuity payments will be made monthly unless We agree to a different payment

schedule. We reserve the right to change the frequency of either a fixed annuity

payment or a variable annuity payment so that each payment will be at least $50

($20 in Texas).

FIXED ANNUITY PAYMENTS

Fixed annuity payments start on the end of the Valuation Period that contains

the annuity commencement date. The amount of a first monthly payment for the

annuity form selected will be at least as favorable as that produced by the

annuity tables of this contract for each $1,000 of Contract Value applied as of

the end of such Valuation Period.

The dollar amount of any payments after the first payment are specified during

the entire period of annuity payments, according to the provisions of the

annuity form selected.

<PAGE>

VARIABLE ANNUITY PAYMENTS

ANNUITY UNITS

We convert the Subaccount Accumulation Units into Subaccount Annuity Units at

the values determined at the end of the Valuation Period which contains the

annuity commencement date. The number of Subaccount Accumulation Units remains

constant as long as an annuity remains in force and allocation among the

Subaccounts has not changed.

Each Subaccount Annuity Unit value was arbitrarily set when the Subaccount first

converted Subaccount Accumulation Units into Annuity Units. Subsequent values on

any Valuation Date are equal to the previous Subaccount Annuity Unit value times

the Net investment factor for that Subaccount for the Valuation Period ending on

that Valuation Date, with an offset for the 3% assumed interest rate used in the

annuity tables of this contract.

Variable annuity payments start on the end of the Valuation Period that contains

the annuity commencement date. The amount of a first monthly payment for the

illustrated annuity forms is shown on the annuity tables of this contract for

each $1,000 of Contract Value applied as of the end of such Valuation Period.

Payments after the first payment will vary in amount and are determined on the

first Valuation Date of each subsequent payment period. If the payment under the

annuity form selected is based on the variable Annuity Unit value of a single

Subaccount, the payment is found by multiplying the Subaccount Annuity Unit

value on the payment date by the number of Subaccount Annuity Units.

If the payment under the annuity form selected is based upon variable Annuity

Unit values of more than one Subaccount, the above procedure is repeated for

each applicable Subaccount. The sum of these payments is the variable annuity

payment.

We guarantee that the amount of each payment after the first payment will not be

affected by variations in expense or mortality experience.

OPTIONAL ANNUITY FORMS

You may select an annuity form or change a previous selection. The selection or

change must be In Writing and received by Us at least 30 days before the annuity

commencement date. If no annuity form selection is in effect on the annuity

commencement date, We automatically apply Option B, with payments guaranteed for

10 years.

The following options are available for the fixed annuity payments and the

variable annuity payments:

OPTION A. - LIFE ANNUITY

Payments are made as of the first Valuation Date of each monthly period

during the Annuitant's life, starting with the annuity commencement date.

No payments will be made after the Annuitant dies.

OPTION B. - LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS OR 20 YEARS

Payments are made as of the first Valuation Date of each monthly period

starting on the annuity commencement date. Payments will continue as long

as the Annuitant lives. If the Annuitant dies before all of the guaranteed

payments have been made, We will continue installments of the guaranteed

payments to the Beneficiary.

OPTION C. - JOINT AND FULL SURVIVOR ANNUITY

Payments are made as of the first Valuation Date of each monthly period

starting with the annuity commencement date. Payments will continue as long

as either the Annuitant or the joint Annuitant are alive. Payments will

stop when both the Annuitant and the joint Annuitant have died.

We also have other annuity forms available and information about them can be

obtained by Writing to Us.

The annuity tables show the amount of the first annuity payment, for each $1,000

of Contract Value applied under Options A, B, and C.

<PAGE>

OPTION TABLES

Installments shown are for an initial monthly payment for each $1,000 of

Contract Value applied under an option. Age, as used in these tables, is age as

of nearest birthday on the annuity commencement date. Rates for monthly payments

for ages and periods certain not shown, if allowed by Us, will be computed on an

actuarially equivalent basis.

ACTUARIAL BASIS

Installments shown in these tables are based on the 1983 Table a (20/80

Male/Female) and with compound interest at the effective rate of 3% per year.

OPTIONS A AND B

<TABLE>

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Age Life Only 10 Year Period 20 Year Period

Certain and Life Certain and Life

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

50 3.97 3.95 3.87

51 4.04 4.01 3.93

52 4.10 4.08 3.98

53 4.18 4.14 4.04

54 4.25 4.22 4.10

55 4.33 4.29 4.16

56 4.42 4.37 4.22

57 4.51 4.46 4.28

58 4.61 4.55 4.35

59 4.71 4.64 4.42

60 4.82 4.74 4.49

61 4.93 4.85 4.56

62 5.06 4.96 4.63

63 5.19 5.07 4.70

64 5.33 5.20 4.77

65 5.48 5.32 4.83

66 5.64 5.46 4.90

67 5.81 5.60 4.97

68 6.00 5.75 5.03

69 6.19 5.91 5.09

70 6.41 6.07 5.15

71 6.64 6.24 5.20

72 6.88 6.42 5.25

73 7.15 6.60 5.29

74 7.44 6.79 5.33

75 7.76 6.99 5.37

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</TABLE>

OPTION C

<TABLE>

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JOINT ANNUITANT AGE

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50 55 60 65 70

50 3.55 3.66 3.75 3.82 3.87

ANNUITANT 55 3.66 3.81 3.95 4.07 4.16

AGE 60 3.75 3.95 4.15 4.34 4.49

65 3.82 4.07 4.34 4.61 4.87

70 3.87 4.16 4.49 4.87 5.25

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</TABLE>