Registration Nos. 33-61122
811-4819
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _X_
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 6 _X_
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22 _X_
GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
(Exact Name of Registrant)
GREAT AMERICAN RESERVE INSURANCE COMPANY
(Name of Depositor)
11825 N. Pennsylvania Street
Carmel, Indiana 46032-4572
(Address of Depositor's Principal Executive Offices)
(317) 817-3700
(Depositor's Telephone Number, including Area Code)
Michael A. Colliflower
Great American Reserve Insurance Company
11825 N. Pennsylvania Street
Carmel, Indiana 46032-4572
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate space):
__X___ immediately upon filing pursuant to paragraph (b) of Rule 485
______ on (date) pursuant to paragraph (b) of Rule 485
______ 60 days after filing pursuant to paragraph (a) (1) of Rule 485
______ on [date] pursuant to paragraph (a) (1) of Rule 485.
If appropriate, check the following box:
______ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Title of Securities Registered:
Group Variable Deferred Annuity Contracts and Certificates
GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT C
FORM N-4
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
Under The Securities Act of 1933
<TABLE>
<CAPTION>
Form N-4
Item No. PART A - Prospectus Caption
- - -------- ------------------
<S> <C>
1. Cover Page................................... Cover Page
2. Definitions.................................. Definitions
3. Synopsis or Highlights....................... Summary
4. Condensed Financial Information.............. Condensed Financial Information
5. General Description of Registrant,........... Great American Reserve, Variable Account, and
Depositor and Portfolio Companies Investment Options
6. Deductions and Expense....................... Contract Charges
7. General Description of Variable.............. The Contracts
Annuity Contracts
8. Annuity Period .............................. The Contracts
Section B. Annuity Provisions
9. Death Benefit................................ The Contracts
Section B. Annuity Provisions: Death Benefit During
the Annuity Period
10. Purchase and Contract Values................. Great American Reserve, Variable Account, and
Investment Options
The Contracts
Section A. Accumulation Provisions
11. Redemptions.................................. The Contracts
Section B. Annuity Provisions
12. Taxes........................................ Federal Tax Status
13. Legal Proceedings............................ Not Applicable
14. Table of Contents of the Statement........... Table of Contents of the Statement
of Additional Information of Additional Information
</TABLE>
<TABLE>
<CAPTION>
Form N-4
Item No.
- - --------
PART B - Statement of Additional Information
-----------------------------------
<S> <C>
15. Cover Page................................... Statement of Additional Information Cover Page
16. Table of Contents............................ Table of Contents
17. General Information and History.............. General Information and History
18. Services..................................... Not Applicable
19. Purchase of Securities....................... Not Applicable
Being Offered
20. Underwriters................................. Distribution
21. Calculation of Performance Data.............. Calculation of Yield Quotations, Calculation of
Performance Data, and Other Performance Data
22. Annuity Payments............................. Not Applicable
23. Financial Statements......................... Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this registration statement.
- --------------------------------------------------------------------------------
Parts A and B were filed in Post-Effective Amendment No. 5 to Registrant's
Form N-4 (File Nos. 33-61122 and 811-04819) and are incorporated herein by
reference.
- --------------------------------------------------------------------------------
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The financial statements of Great American Reserve Insurance Company
and Great American Reserve Variable Annuity Account C are contained
in Part B of this Registration Statement.
(b) Exhibits
(1) -- Resolution of the Board of Directors of Great American
Reserve authorizing the reorganization of Separate Account dated
July 27, 1992.
(2) -- Not Applicable.
(3) -- Form of Principal Underwriting Agreement by and among Great
American Reserve, Variable Account and GARCO Equity Sales.
(4) -- Form of Group Variable Retirement Contract and Certificate.
(5) -- Application for Contracts listed at Exhibit 4.
(6)(i) -- Articles of Incorporation of Great American Reserve.**
(6)(ii)-- By Laws of Great American Reserve.**
(7) -- Not Applicable.
(8)(i) Form of Fund Participation Agreement by and among the Alger
American Fund, Great American Reserve Insurance Company and
Fred Alger and Company, Incorporated.*
(ii) Form of Fund Participation Agreement by and among Great
American Reserve Insurance Company, Berger Institutional
Products Trust and BBOI Worldwide LLC.*
(iii) Form of Fund Participation Agreement by and between Great
American Reserve Insurance Company, Insurance Management
Series and Federated Securities Corp.*
(iv) Form of Fund Participation between Great American Reserve
Insurance Company, Van Eck Worldwide Insurance Trust and
Van Eck Associates Corporation.*
(v) Form of Fund Participation Agreement by and between Lord
Abbett Series Fund, Inc., Lord, Abbett and Co. and Great
American Reserve Insurance Company.*
(vi) Form of Fund Participation Agreement by and between
American Century Investment Services, Inc. and Great
American Reserve Insurance Company.*
(vii) Form of Fund Participation Agreement between INVESCO
Variable Investment Funds, Inc. INVESCO Funds Group, Inc.
and the Company.**
(9) -- Opinion and Consent of Counsel.***
(10) -- Consent of Independent Accountants.***
(11) -- Not Applicable.
(12) -- None.
(13) -- Schedule for computation of performance quotations.***
(27) -- Not Applicable.
*Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4, Great
American Reserve Variable Annuity Account F, File Nos. 333-40309/811-08483
filed electronically on February 3, 1998.
**Incorporated by reference to Form N-4 Great American Reserve Variable Annuity
Account G, File Nos. 333-00373/811-07501, filed electronically on January 23,
1996.
***Incorporated by reference to Post-Effective Amendment No. 5 to Form N-4
(File Nos. 33-61122 and 811-04819) filed electronically on April 28, 1998.
ITEM 25. DIRECTORS AND OFFICERS OF GREAT AMERICAN RESERVE
The following table sets forth certain information regarding the
executive officers of Great American Reserve who are engaged directly or
indirectly in activities relating to the Variable Account or the Contracts.
Their principal business address is 11815 N. Pennsylvania Street, Carmel, IN
46032.
Positions and Offices
Name With Great American Reserve
- - ---- ---------------------------
Ngaire E. Cuneo Director
Stephen C. Hilbert Director and Chairman of the Board
Thomas J. Kilian Director and President
Rollin M. Dick Director, Executive Vice President
and Chief Financial Officer
John J. Sabl Director, Executive Vice President,
General Counsel and Secretary
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The following information concerns those companies that may be deemed to
be controlled by or under common control with Registrant (all 100% owned unless
indicated otherwise):
CONSECO, INC. (Indiana) - (publicly traded)
CIHC, Incorporated (Delaware)
Bankers National Life Insurance Company (Texas)
National Fidelity Life Insurance Company (Missouri)
Bankers Life Insurance Company of Illinois (Illinois)
Bankers Life & Casualty Company (Illinois)
Certified Life Insurance Company (California)
Jefferson National Life Insurance Company of Texas (Texas)
Beneficial Standard Life Insurance Company (California)
Great American Reserve Insurance Company (Texas)
American Life Holdings, Inc. (Delaware)
American Life Holding Company (Delaware)
American Life and Casualty Insurance Company (Iowa)
Vulcan Life Insurance Company (Alabama) - (98%)
Life Partners Group, Inc. (Delaware)
Wabash Life Insurance Company (Kentucky)
Massachusetts General Life Insurance Company (Massachusetts)
Philadelphia Life Insurance Company (Pennsylvania)
Lamar Life Insurance Company (Mississippi)
American Travellers Life Insurance Company (Pennsylvania)
United General Life Insurance Company (Texas)
American Travellers Insurance Company of New York (New York)
Intermediate Holdings, Inc. (Delaware)
THD, Inc. (Delaware)
TLIC Life Insurance Company (Texas)
Transport Life Insurance Company (Texas)
Continental Life Insurance Company (Texas)
Capitol American Financial Corporation (Ohio)
Capitol Insurance Company of Ohio (Ohio)
Capitol American Life Insurance Company (Arizona)
Frontier National Life Insurance Company (Ohio)
Capitol National Life Insurance Company (Ohio)
Conseco Capital Management, Inc. (Delaware)
Conseco Equity Sales, Inc. (Texas)
Conseco Financial Services, Inc. (Pennsylvania)
Conseco Marketing, LLC (Indiana)
Conseco Services, LLC (Indiana)
Lincoln American Life Insurance Company (Tennessee)
Marketing Distribution Systems, Consulting Group, Inc. (Delaware)
MDS of New Jersey, Inc. (New Jersey)
MDS Securities Incorporated (Delaware)
Bankmark School of Business, Inc. (Delaware)
Conseco Series Trust (Massachusetts)*
Conseco Fund Group (Massachusetts) (publicly held)**
* The shares of Conseco Series Trust currently are sold to Bankers National
Variable Account B, Great American Reserve Variable Annuity Account C,
Great American Reserve Variable Annuity Account E and Great American
Reserve Variable Annuity Account F, each being segregated asse accounts
established pursuant to Texas law by Bankers National Life Insurance Company
and Great American Reserve Insurance Company, respectively.
** The shares of the Conseco Fund Group are sold to the public; Conseco
affiliates currently hold in excess of 95% of its shares.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 31, 1998, there were 5,778 Contract Owners of qualified contracts
and 0 Contract Owners of non-qualified contracts.
ITEM 28. INDEMNIFICATION
The Board of Directors of Great American Reserve is indemnified by Great
American Reserve against claims and liabilities to which such person may become
subject by reason of having been a member of such Board or by reason of any
action alleged to have been taken or omitted by him as such member, and the
member shall be indemnified for all legal and other expenses reasonably incurred
by him in connection with any such claim or liability; however, no
indemnification shall be made in connection with any claim or liability unless
such person (i) conducted himself in good faith, (ii) in the case of conduct in
his official capacity as a member of the Board of Directors, reasonably believed
that his conduct was in the best interests of Variable Account, and, in all
other cases reasonably believed that his conduct was at least not opposed to the
best interests of Variable Account, and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to members of Great American Reserve's Board of
Directors, officers and controlling persons of the Registrant pursuant to the
provisions described under "Indemnification" or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registrant of expenses incurred or
paid by a member of the Board of Directors, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such member of the Board of Directors, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The Variable Account has no officers or employees. Employees of an affiliated
company who perform administrative services for the Variable Account are covered
by an officers and directors liability policy.
ITEM 29. PRINCIPAL UNDERWRITER
(a) Conseco Equity Sales, Inc. ("Conseco Equity Sales") is the principal
underwriter for the following investment companies (other than Registrant):
Great American Reserve Variable Annuity Account E
Great American Reserve Variable Annuity Account F
Great American Reserve Variable Annuity Account G
Conseco Fund Group
(b) The following table sets forth certain information regarding such
underwriter's officers and directors. Their address is 11815 N.
Pennsylvania Street, Carmel, IN 46032.
Positions and Offices
Name with Conseco Equity Sales, Inc.
---- -------------------------------
L. Gregory Gloeckner President and Director
Senior Vice President,
James S. Adams Treasurer and Director
Vice President, Senior Counsel,
William P. Latimer Secretary and Director
William T. Devanney, Jr. Senior Vice President,
Corporate Taxes
Christene H. Darnell Vice President, Management
Reporting
Lisa M. Zimerman Assistant Vice President,
Corporate Taxes
Christine E. Monical Second Vice President and
Assistant General Counsel
<TABLE>
<CAPTION>
Net Underwriting Compensation on
Name of Discounts and Redemption or Brokerage
Principal Underwriter Commissions Annuitization Commissions Compensation*
- - --------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Conseco Equity None None None None
Sales, Inc.
</TABLE>
C-6
<PAGE>
*Fees paid by Great American Reserve for serving as underwriter
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books, or other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the rules promulgated thereunder are in the possession of Great American Reserve
Insurance Company, 11825 N. Pennsylvania Street, Carmel, Indiana 46032.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
1. The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted.
2. The Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information.
3. The Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
Form N-4 promptly upon written or oral request.
4. The Securities and Exchange Commission (the "SEC") issued the American
Counsel of Life Insurance an industry wide no-action letter dated November 28,
1988, stating that the SEC would not recommend any enforcement action if
registered separate accounts funding tax-sheltered annuity contracts restrict
distributions to plan participants in accordance with the requirements of
Section 403(b)(11), provided certain conditions and requirements were met. Among
these conditions and requirements, any registered separate account relying on
the no-action position of the SEC must:
(1) Include appropriate disclosure regarding the redemption
restrictions imposed by Section 403(b)(11) in each registration
statement, including the prospectus, used in connection with the offer
of the contract;
(2) Include appropriate disclosure regarding the redemption
restrictions imposed by Section 403 (b)(11) in any sales literature
used in connection with the offer in the contract;
(3) Instruct sales representatives who solicit participants to
purchase the contract specifically to bring the redemption restrictions
imposed by Section 403(b)(11) to the attention of the potential
participants; and
(4) Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed
statement acknowledging the participant's understanding of (i) the
restrictions on redemption imposed by Section 403(b)(11), and (ii) the
investment alternatives available under the employer's Section 403(b)
arrangement, to which the participant may elect to transfer his
contract value.
The Registrant is relying on the no-action letter. Accordingly, the
provisions of paragraphs (1) - (4) above have been complied with.
5. Great American Reserve represents that the fees and charges deducted
under the Contracts, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks
assumed by Great American Reserve.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration Statement to be signed on its behalf, in the City of Carmel, State
of Indiana, on this 14th day of May, 1998.
GREAT AMERICAN RESERVE VARIABLE ANNUITY
ACCOUNT C
Registrant
By: Great American Reserve Insurance Company
By: /s/THOMAS J. KILIAN
--------------------------------------
GREAT AMERICAN RESERVE INSURANCE COMPANY
Depositor
By: /s/THOMAS J. KILIAN
-------------------------------------
As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------- ----- ----
<S> <C> <C>
/s/STEPHEN C. HILBERT Director and Chairman of the Board May 14, 1998
- ------------------------------ --------------
Stephen C. Hilbert
/s/THOMAS J. KILIAN Director and President May 14, 1998
- ------------------------------ (Principal Executive Officer) --------------
Thomas J. Kilian
/s/ROLLIN M. DICK Director, Executive Vice President May 14, 1998
- ------------------------------ and Chief Financial Officer --------------
Rollin M. Dick (Principal Financial and Accounting
Officer)
/s/NGAIRE E. CUNEO Director May 14, 1998
- ------------------------------ ---------------
Ngaire E. Cuneo
/s/JOHN J. SABL Director, Executive Vice President, May 14, 1998
- ------------------------------ General Counsel and Secretary ----------------
John J. Sabl
</TABLE>
INDEX TO EXHIBITS
EX-99.B(1) Resolution of the Board of Directors.
EX-99.B(3) Form of Principal Underwriting Agreement.
EX-99.B(4) Form of Group Variable Retirement Contract and
Certificate.
EX-99.B(5) Application for Contracts.
MINUTES
Board of Managers Meeting
Great American Reserve Variable Annuity Fund
Great American Reserve Variable Annuity Account C
Great American Reserve Variable Annuity Account D
July 27, 1992
CALL TO ORDER
The regular meeting of the Board of Managers (the "Board") of Great
American Reserve Variable Annuity Fund, Great American Reserve Variable Annuity
Account C and Great American Reserve Variable Annuity Account D (the "Accounts")
was called to order, following notice duly given on July 27, 1992, at the
Addison Conference Centre, 15650 Addison Road, Dallas, TX at 2:25 p.m. by
William P. Daves, Jr., Chairman.
ATTENDEES
The following Board members were present in person: William P. Daves, Jr., James
L. Fischer, R. Jan LeCroy, James C. McCormick, Jesse H. Parrish and Harold W.
Hartley.
The following Board member was absent: Walter T. Kirkbride.
Others Present:
From Conseco Capital Management, Inc.: Maxwell E. Bublitz, Gregory J. Hahn and
Davis Smith.
From Great American Reserve Insurance Company: William R. Radez, Jr., Michele J.
Broman and Jim Mulford.
From John McStay Investment Counsel: Wayne G. Willems.
Ms. Broman recorded the minutes of the meeting.
APPROVE THE MINUTES OF THE PREVIOUS MEETING
The first order of business to come before the Meeting was to approve the
minutes of the Board of Managers Meeting held on April 27, 1992. All Board
members indicated that they had received and reviewed a copy of such minutes.
Upon motion duly made, seconded and unanimously carried, the reading of the
minutes of the previous meeting was waived and such minutes were approved as
written and submitted. The following resolution was ratified and adopted:
RESOLVED, that the minutes of the Board of Managers held on April 27,
1992, are hereby approved and adopted.
APPROVE CONTINUATION OF INVESTMENT ADVISORY AGREEMENTS
Mr. Radez read a resolution regarding the Investment Advisory Agreements
between the Accounts and Conseco Capital Management, Inc. All Board members
indicated that they had received and reviewed a copy of such Agreements.
Following a discussion, and upon motion duly made, seconded and unanimously
carried, the following resolution was ratified and adopted by the disinterested
Board members:
RESOLVED, that the continuation of the Investment Advisory Agreements
between the Accounts and Conseco Capital Management, Inc. are hereby
approved until December 31, 1992.
<PAGE>
APPROVE CONTINUATION OF SUB-ADVISORY SERVICES AGREEMENT
Mr. Radez read a resolution regarding the Sub-Advisory Services Agreement
between Great American Reserve Insurance Company, relating to the securities of
Great American Reserve Variable Annuity Fund (Stock Account), and John McStay
Investment Counsel. All Board members indicated that they had received and
reviewed a copy of such Agreement. Following a discussion, and upon motion duly
made, seconded and unanimously carried, the following resolution was ratified
and adopted by the disinterested Board members:
RESOLVED, that the continuation of the Sub-Advisory Services Agreement
between Great American Reserve Insurance Company, relating to the
portfolio securities of Great American Reserve Variable Annuity Fund, and
John McStay Investment Counsel is hereby approved until December 31, 1992.
APPROVE FIDELITY BOND AS TO FORM AND AMOUNT
Mr. Radez discussed the Investment Company Blanket Bond worth $525,000
issued to the Accounts for indemnification during the period from September 30,
1992 to September 30, 1993. Following a discussion, and upon motion duly made,
seconded and unanimously carried, the following resolution was ratified and
adopted by the disinterested Board members:
RESOLVED, that financial institution bond standard form number 14,
Investment Company Blanket Bond for $525,000, issued to the accounts by
National Union Fire Insurance Company for the period of September 30,
1992, to September 30, 1993, is hereby approved for renewal; whereas,
William R. Radez, Jr. is the designated officer authorized to file the
bond.
APPROVE MONEY MARKET PORTFOLIO MANAGEMENT GUIDLINES
Mr. Radez discussed Rule 2a-7, as amended, under the Investment Company
Act of 1940, which became effective June 1, 1991 and that the Money Market
Account is in compliance. Mr. Radez explained that Rule 2a-7 requires money
market funds to follow specific requirements that have been prescribed in the
Money Market Portfolio Management Guidelines. All Board members indicated they
had received and reviewed a copy of such guidelines. Following a discussion and
the rationale for adopting the Guidelines as of June 1, 1991, and upon motion
duly made, seconded and unanimously carried, the following resolution was
ratified and adopted by the disinterested Board members:
RESOLVED, that the Great American Reserve Variable Annuity Account D
(Money Market Account) Portfolio Management Guidelines, in the form
attached hereto as Exhibit A, are hereby approved and adopted as of June
1, 1991.
APPROVE PLAN OF REORGANIZATION AND COMBINATION OF ASSETS
Mr. Radez discussed the proposed reorganization and combination of the
assets of Great American Reserve Variable Annuity Fund and Great American
Reserve Variable Annuity Account D with the assets of Great American Reserve
Variable Account C. Copies of the proposed reorganization and asset combination
were distributed to each board member prior to the meeting for their review.
After the discussion, and upon motion duly made, seconded and unanimously
carried, the following resolutions were ratified and adopted by the
disinterested Board members:
WHEREAS, it is deemed to be in the best interest of Great American Reserve
Variable Annuity Fund ("Annuity Fund"), Great American Reserve Variable
Annuity Account C ("Account C") and Great American Reserve Variable
Annuity Account D ("Account D") (collectively, the "Great American
Accounts"), each a separate account of Great American Reserve Insurance
Company ("Great American"), and the Contractowners and Participants in the
Great American Accounts under variable annuity contracts issued by Great
American to reorganize and combine Annuity Fund, Account C and Account D
into a single unit investment trust-type separate account, with Account C
to be the continuing unit investment trust under its present name; and
2
<PAGE>
WHEREAS, it is proposed that Account C, as a unit investment trust-type separate
account, shall have Subaccounts corresponding to each of the investment
Portfolios offered by Conseco Series Trust (the "Trust"), such portfolios
currently consisting of the Common Stock Portfolio, Government Securities
Portfolio, Money Market Portfolio and Asset Allocation Portfolio, and a
Corporate Bond Portfolio will be added in the near future (collectively, the
"Portfolios*); (the aforesaid reorganization of the Great American Accounts into
Account C and certain related transactions are referred to herein as the
"Reorganization"); and
WHEREAS, it is proposed that the initial assets of the Great American Accounts,
as reconstituted in Account C, be transferred to the Trust in exchange for
shares of the Common Stock Portfolio, Corporate Bond Portfolio and Money Market
Portfolio as described in the Agreement and Plan of Reorganization substantially
in the form presented at this meeting; and
WHEREAS, Great American understands that each Great American Account and the
Trust have authorized, or intend to authorize the Reorganization; and
NOW, THEREFORE, BE IT RESOLVED, that the officers of Great American are hereby
authorized and directed to do all things necessary and appropriate in compliance
with all applicable federal and state laws and regulations to effect and
consummate the Reorganization, including, but not limited to, all things
specified in the following resolutions, subject to compliance with all
applicable regulatory requirements and to approval by a vote of Contractowners
and Participants in the Great American Accounts under variable annuity contracts
issued by Great American, to the extent such approval is required by law and the
Rules and Regulations of those separate accounts; and
FURTHER RESOLVED, that the proposed Agreement and Plan of Reorganization by and
among Great American, each Great American Account and the Trust (the "Plan")
substantially in the form presented to the Board of Directors and made a part of
the records of this meeting, is hereby preliminarily authorized and approved
subject to the Board's further approval of a final Plan at a subsequent meeting
called for that purpose and held prior to the submission of the plan for
participant approval, the Plan and any proposed transfer or reinvestment of
assets being subject to such participant approval, with such non-material
changes as the officers or Directors executing the Plan may approve; and
FURTHER RESOLVED, that the transfer and investment of the portfolio assets of
Annuity Fund, Account D and Account C, under the terms of the Plan, to and into
the certain Portfolios of the Trust is hereby approved and authorized; and
FURTHER RESOLVED, that the Reorganization is in the best interests of all
Contractowners and Participants in the Great American Account and of the
shareholders of the Trust, and will not result in dilution to any Contractowner
or Participant, any Great American Account, any Portfolio of the Trust or any
shareholder of the Trust's Portfolios; and
FURTHER RESOLVED, that a special meeting of Contractowners and Participants
having voting rights with respect to the Great American Accounts to approve the
Plan and the Reorganization contemplated thereby are hereby authorized with
dates, times, places, record dates and notice requirements to be specified at a
later meeting of the Board; and
FURTHER RESOLVED, that to proceed with the Reorganization, authorization and
approval are hereby granted to the filing of applications and amendments thereto
for exemptions from Sections 17(a) and (d) of the Investment Company Act of 1940
("1940 Act") and Rule 17d-I thereunder and such other sections of the 1940 Act
and rules thereunder, as may be necessary or appropriate including any exemptive
relief that may be necessary in connection with the assessment of mortality and
expense risk charges and deductions; and
FURTHER RESOLVED, that contingent upon the consummation and completion of the
Reorganization, authorization and approval are hereby granted to the filing of
applications and amendments thereto to effect the deregistration of Annuity Fund
and Account D as individual investment companies pursuant to Section 8(f) of the
1940 Act; and
FURTHER RESOLVED, that contingent upon consummation and completion of the
Reorganization as of the effective date thereof, termination of Annuity Fund's,
Account C's and Account D's investment management agreement and Annuity Fund's
investment sub-advisory agreement with John McStay Investment Counsel and such
other agreements and arrangements as will no longer be necessary for the
continued operation of Account C as a unit investment trust or as a result of
the discontinuance of Annuity Fund and Account D, is hereby approved and
authorized; and
3
<PAGE>
FURTHER RESOLVED, that the filing with the Securities and Exchange Commission
("Commission") of a Form N-14 registration statement for the Great American
Accounts and the Trust in connection with the Plan, including the filing of any
amendments thereto and all matters property incident thereto, is hereby
authorized and approved; and
FURTHER RESOLVED, that the filing of post-effective amendments on Form N-4 to
the existing Form N-3 registration statements of Annuity Fund, Account C and
Account D in connection with the restructuring of Account C into a unit
investment trust is hereby authorized and approved; and
FURTHER RESOLVED, that there is hereby approved and authorized the preparation
and use of supplements to all present prospectuses relating to Annuity Fund,
Account C and Account D disclosing information necessary or appropriate relative
to the proposed Reorganization; and
FURTHER RESOLVED, that the officers of Great American and each of them is hereby
authorized to take all actions necessary to maintain the registration of Account
C as a unit investment trust under the 1940 Act, and to take such related
actions as they deem necessary or appropriate to carry out the foregoing,
including without limitation, the following: determining that the fundamental
investment policy of Account C shall be to invest or reinvest its assets in
securities issued by such open-end management investment companies registered
under the 1940 Act, as the officers may designate consistent with provisions of
the variable annuity contracts issued by Great American; establishing one or
more Sub-accounts of Account C to which payments under the variable annuity
contracts will be allocated in accordance with instructions received from
Contractowners or Participants, reserving to the officers the authority to
increase or decrease the number of Sub-accounts in Account C as they deem
necessary or appropriate; and investing each Subaccount only in the shares of a
single investment company or a single portfolio of an investment company
organized as a series fund pursuant to the 1940 Act; the aforesaid being subject
to the commencement of Account C's operations as a unit investment trust which
invests in shares of one or more Portfolios of the Trust as provided by the
Plan; and
FURTHER RESOLVED, that the officers of Great American be empowered to take such
further action as they may deem necessary or appropriate to carry out the
intents and purposes of the Reorganization.
APPROVE SUBMISSION OF PROSPECTUS/PROXY STATEMENT TO CONTRACTOWNERS
Mr. Radez discussed the submission of the Prospectus/Proxy Statement to
Contractowners of the Accounts for their approval. After the discussion, and
upon motion duly made, seconded and unanimously carried, the following
resolutions were ratified and adopted by the disinterested Board members:
WHEREAS, Great American desires to hold a Special Meeting of
Contractowners on December 14, 1992, at which the shareholders will vote
on the following items:
1. To approve certain changes to Account C's fundamental investment
policies to expand the range of permissible investments, strategies
and techniques available to the Great American Accounts; and
4
<PAGE>
2. To approve an Agreement and Plan of Reorganization whereby the
assets of the Annuity Fund and Account D would be combined with the
assets of Account C; and
3. To transact such other business as may properly come before the
Meeting or at any adjournments thereof.
WHEREAS, the Board has reviewed and considered the Prospectus/Proxy Statement on
Form N-14 in the form distributed to the Board at this meeting (a copy of which
Prospectus/Proxy Statement shall be identified by the Secretary of Great
American and inserted in the minute book immediately following the of this
meeting); and
NOW, THEREFORE, BE IT RESOLVED, that the prospectus/proxy statement is hereby
approved substantially in the form submitted to this meeting; and
FURTHER RESOLVED, that the officers of the Great American are hereby authorized
to file with the U.S. Securities and Exchange Commission (and to file any
necessary amendments thereto) and mail to all Contractowners entitled to vote, a
prospectus/proxy statement substantially in the form approved at this meeting,
with such changes therein as the officers, with assistance from counsel, deem
necessary or appropriate, along with management for such Special Meeting, and to
solicit proxies on behalf of management for such Special Meeting, and amendments
thereto, all in accordance with applicable laws and regulations; and
FURTHER RESOLVED, that in accordance with Article 1.1 of the By-Laws of Great
American,
December 14, 1992, is designated as the date of the Special Meeting of
Contractowners to be held at the offices of Great American Reserve Insurance
Company, 16415 Addison Road, Dallas, Texas, and that the Chairman of the Board
of Managers is authorized to designate a later date as would be permitted under
Article I.I of Great American's By-Laws; and
FURTHER RESOLVED, that in accordance with Article 1.5 of the By-Laws of Great
American,
October 19, 1992 is designated as the record date for determining the
Contractowners having the right to vote at such Special Meeting, and that the
Chairman of the Board of Managers is authorized to designate a later date as
would be permitted under Article 1.5 of Great American's By-Laws; and
FURTHER RESOLVED, that the officers of the Great American are hereby authorized
to prepare, execute, file and deliver any documents or materials and take any
action which they deem necessary or appropriate to carry out the intent of this
resolution.
APPROVE AUTHORIZATION FOR FILING EXEMPTIVE APPLICATION
Mr. Radez discussed the filing of an Exemptive Application for Great
American Reserve Insurance Company, the Accounts, Conseco Series Trust and GARCO
Equity Sales, Inc. After the discussion, and upon motion duly made, seconded and
unanimously carried, the following resolutions were ratified and adopted by the
disinterested Board members:
WHEREAS, the Board has approved the Agreement and Plan of Reorganization
and the transactions contemplated thereby may be subject to Section 17(a)
of the Investment Company Act of 1940, as amended; and
WHEREAS, Section 17(b) of the Investment Company Act of 1940, as amended,
allows the Great American Accounts to seek exemptive relief from Section
17(a) and the Board believes that each of the proposed transactions
satisfies the standards of Section 17(b); and
NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby approve the
preparation and filing of an exemptive application and any amendments
thereto under the Investment Company Act of 1940 for any exemptive relief
as the officers, with the assistance of counsel, deem necessary or
appropriate; and in
5
<PAGE>
order to effectuate the Agreement and Plan of Reorganization; and
FURTHER RESOLVED, that any officers of Great American be, and they hereby
are, authorized to prepare, execute, file and amend as necessary, or to
have prepared, filed and amended as necessary, an application with the
U.S. Securities and Exchange Commission seeking an order pursuant to
Section 17(b) of the Investment Company Act of 1940, as amended, exempting
from Section 17(a), the combining of the Annuity Fund and Account D with
assets of Account C; and
FURTHER RESOLVED, that officers of Great American are hereby authorized to
prepare, execute, file and deliver any documents or materials and take any
action which they deem necessary or appropriate to carry out the intent of
this resolution.
REPORT ON COMPLIANCE
Mr. Bublitz, on behalf of Conseco Capital Management, Inc., reported that
all portfolio transactions for the quarter ended June 30, 1992, were in
compliance with the provisions of the current prospectus. Mr. Radez, on behalf
of Great American Reserve, and Mr. Willems, on behalf of McStay Investment
Counsel, concurred.
REPORT OF SALES ACTIVITY
Mr. Mulford reviewed the variable annuity sales activity of the Accounts
for the quarter ended June 30, 1992, a copy of which was provided to each Board
member. He reported on the current marketing structure and target markets.
REVIEW OF FINANCIAL REPORT
Mr. Radez discussed the summary ry of financial statement for June 30,
1992, for the Accounts, a copy of which was provided to each Board member.
REVIEW OF AMORTIZED COST VALUATION FOR MONEY MARKET ACCOUNT
Mr. Smith, on behalf of Conseco Capital Management, Inc., reviewed the
valuation of amortized cost of the shares of GARCO Variable Annuity Account D
(Money Market Account). He informed the Board members that there has been no
significant deviation and that the Portfolio continues to be priced at amortized
cost. Mr. Radez, on behalf of Great American Reserve, concurred.
REPORTS FROM CONSECO CAPITAL MANAGEMENT, INC.- ADVISER
Mr. Bublitz reviewed a report on the investment strategy and outlook of
Conseco Capital Management, Inc. for the third, quarter of 1992.
Following Mr. Bublitz's presentation, Mr. Smith reported on the activities
and current status of the Great American Reserve Variable Annuity Account D
(Money Market Account).
Following Mr. Smith's presentation, Mr. Hahn reported on the activities
and current status of the Great American Reserve Variable Annuity Account C
(Bond Account).
The Board members were provided with copies of each report or presentation
made by Conseco Capital Management.
REPORTS FROM JOHN MCSTAY INVESTMENT COUNSEL - SUB-ADVISER
Following Mr. Hahn's presentation, the Chairman recognized Mr. Willems who
presented a report on the sub-advisor's past and recent performance results,
indicating that the sub-advisor's investment style had not changed. Mr. Willems
also presented a report on the investment strategy and outlook of John McStay
Investment Counsel.
6
<PAGE>
In addition, he reported on the activities and current status of Great American
Reserve Variable Annuity Fund (Stock Account).
The Board members were provided with copies of each report or presentation
made by John McStay Investment Counsel.
CALL OF NEXT MEETINGS
The next meeting of the Board of Managers, originally scheduled for
October 26, 1992, has been rescheduled for 2:00 p.m., Monday, December 14, 1992.
A Special Meeting of the Contractowners of the Accounts has been scheduled
for Monday, December 14, 1992, preceding the quarterly meeting of the Board of
Managers.
REPORT ON STOCK ACCOUNT INVESTMENT ADVISORY SERVICES
Mr. Hahn reported on the sub-adviser and expressed the adviser's concerns
regarding its performance managing the Stock Account. He indicated that the
sub-adviser's investment style has under performed versus the index. Based on
the sub-advisers performance and ranking, sales of the Stock Account have been
impacted by the votality. Mr. Hahn further indicated that the adviser is not
asking that the sub-adviser's investment style change, but would like the
opportunity to discuss the concerns directly with the sub-adviser. Subsequently,
the adviser will report to the Board any findings, if any.
ADJOURNMENT
There being no further business to come before the Board, after motion
duly made, seconded and unanimously carried, the Chairman declared the meeting
adjourned at 5:25 p.m.
William R. Radez, Jr.
Secretary
Approved:
William P. Davos, Jr.
Chairman of the Board
PRINCIPAL UNDERWRITING AGREEMENT
This agreement is made among Great American Reserve Insurance Company, a
Texas corporation ("Great American"), Great American Reserve Variable Annuity
Account ("Account "), a separate account established by Great American pursuant
to the Insurance Code of the State of Texas, and GARCO Equity Sales, Inc., a
Texas corporation ("Broker").
WHEREAS, Great American has established Account as a separate account for
use in connection with issuing certain variable annuity contracts ("Contracts");
WHEREAS, pursuant to a separate agreement Great American is responsible
for providing sales and administrative services relative to the variable annuity
contracts for which reserves are maintained in Account ;
WHEREAS, the Broker is registered as a broker-dealer with the Securities
and Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Act"), and is a member of the National Association of
Securities Dealers, Inc. ("NASD"); and
WHEREAS, Great American and Account desire to have the Contracts sold and
distributed through the Broker and the Broker is willing to sell and distribute
such Contracts under the terms stated herein;
NOW THEREFORE, the parties hereto agree as follows:
(1) Great American and Account hereby designate the Broker as principal
underwriter of the Contracts, and the Broker will use its best efforts to sell
and distribute such Contracts through its registered representatives. Great
American shall have the ultimate right to cease to offer and issue any Contracts
made available to the Broker hereunder.
(2) All premiums and any other monies payable upon the sale, distribution,
renewal or other transaction involving the Contracts will be paid or remitted
directly to Great American which will retain all such premiums and monies for
its own account except to the extent such premiums and monies are allocated to
Account . The Broker, as a broker-dealer registered with the Commission,
acknowledges that all premiums collected by the Broker are held in a fiduciary
capacity on behalf of Great American and are to be paid over to Great American
as soon as possible immediately following receipt and collection. To the extent
permitted by the Contracts and by federal securities law and by insurance laws
of the state of Texas, Great American shall have the ultimate right to decline
to accept any application for issuance of a Contract offered pursuant hereto.
(3) Great American will pay to the Broker or to the registered
representatives of the Broker the salaries or commissions to which
representatives are entitled as a result of the sale, distribution, renewal or
other transaction involving the Contracts. It is the sole prerogative of Great
American to establish commission rates to be paid on Contracts
<PAGE>
offered pursuant hereto, and Great American at all times retains an ultimate
veto as to commission rates to be paid.
(4) Great American, upon receipt of proper evidence of expenditures, will
reimburse the Broker for its expenses incurred in carrying out the terms of this
Agreement.
(5) Great American will at its expense provide the Broker with
prospectuses and such other material as Great American determines to be
desirable for use in connection with the sale of the Contracts. The Broker will
obtain any necessary approvals of such other material in accordance with the
requirements of NASD and appropriate federal and state agencies.
(6) The Broker will be responsible for supervising and controlling the
conduct and activities of its registered representatives with regard to the sale
and distribution of the Contracts.
(7) Great American will supply to the Broker the names of any agents who
indicate a willingness to sell the Contracts.
(8) The Broker will, after careful investigation, select the agents who
are to be trained and qualified to make such sales, will train such agents in
the sale of the Contracts and will use its best efforts to qualify such agents
under federal and state law to engage in the sale of the Contracts. Great
American at all times has the right to refuse to accept the appointment of any
agents selected by the Broker. Agents so trained and qualified ("Agents") will
be "associated persons" of the Broker under Section 15(b) of the Act, and in
addition to all other requirements for such qualification, will be required to
comply with applicable examination requirements before being permitted to engage
in the sale of the Contracts.
(9) Upon qualification of an Agent under applicable federal and state
laws, this fact will be certified in writing to Great American by the Broker.
(10) Prior to permitting any Agent to sell the Contracts, Great American,
the Broker and the Agent will enter into a mutually satisfactory agreement
pursuant to which the Agent will acknowledge that he will be an associated
person of the Broker in connection with his selling activities related to the
Contracts, that such activities will be under the supervision and control of the
Broker and the supervisor designated by the Broker, and that the Agent's right
to continue to sell the Contracts is subject to his continued compliance with
such agreement and rules and procedures established by the Broker.
(11) The Broker will fully comply with the requirements of the Act and
will establish such rules and procedures as may be necessary to supervise
diligently the securities activities of the Agents. Upon request by the Broker,
Great American will furnish or require the Agents to furnish (at Great
American's or the Agent's expense) such appropriate records as may be necessary
to ensure such diligent supervision.
(12) In the event any Agent fails or refuses to submit to supervision of
the Broker in accordance with this Agreement, or otherwise fails to meet the
rules and standards imposed
<PAGE>
by the Broker or its associated persons, the Broker shall certify such fact to
Great American and shall immediately notify such Agent that he is no longer
authorized to sell the Contracts, and the Broker and Great American shall take
whatever additional action may be necessary to terminate the sales activities of
such Agent relating to the Contracts.
(13) The Broker may request that some or all of the books and records
relating to the sales of Contracts required to be maintained by it as a
registered broker-dealer pursuant to Rules 17a-3 and 17a-4 under the Act be
prepared and maintained by Great American. Great American agrees that for
purposes of this Agreement such books and records shall be deemed property of
the Broker and be subject to examination by the Commission in accordance with
Section 17(a) of the Act. The Broker acknowledges, however, that Great American
is the sole owner of all other business records maintained by or on behalf of
Great American, and of all Contracts issued by Great American pursuant hereto.
(14) This Agreement may at any time be terminated by any party hereto on
sixty (60) days' written notice to the other parties and shall automatically
terminate in the event of its assignment.
(15) Any notice under the Agreement shall be in writing, addressed and
delivered or mailed postage prepaid to the other parties at such address as such
other parties may designate for the receipt of such notices. Until further
notice to the other parties, it is agreed that the addresses of Great American,
Account and the Broker for this purpose shall be
(16) This Agreement shall be and is subject to the provisions of the Act
and of the Investment Company Act of 1940, as amended.
(17) This Agreement may not be assigned by the Broker.
Executed this day of ,19 .
GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT
By: ____________________________________________________________
GREAT AMERICAN RESERVE INSURANCE COMPANY
By: ____________________________________________________________
GARCO EQUITY SALES, INC.
By: ____________________________________________________________
<PAGE>
AGREEMENT PROVIDING SALES AND ADMINISTRATIVE
SERVICES AND MINIMUM DEALTH BENEFIT PRIOR TO RETIREMENT
Great American Reserve Insurance Company ("Great American") hereby agrees
to provide relative to contracts for which reserves are maintained in Great
American Reserve Variable Annuity Account ("Account ") established by Great
American pursuant to Section 3.75 of the Insurance Code of the State of Texas,
all sales and administrative services required of a life insurance company under
the laws of the State of Texas and the laws of the states to which Great
American may be subject, incident to engaging in the variable annuity business
of Account .
For providing the sales and administrative services (including but not
limited to payment of such expenses as salaries, rent, postage, telephone,
travel, legal, actuarial and auditing fees, costs of office equipment and
stationery) and for providing under certain group variable retirement contracts
a minimum death benefit prior to retirement. Great American shall deduct from
annuity purchase payments or from amounts surrendered, as appropriate, the
percentages as established from time to time for each type of annuity contract
offered; provided, however, that in now event shall deductions exceed 8 1/2% of
the total accumulation of account(s) under any annuity contract.
This Agreement may be terminated at any time by Great American or Account
on sixty (60) days' written notice
Executed this day of , 19 .
GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT D
By: _________________________________________________________
GREAT AMERICAN RESERVE INSURANCE COMPANY
By: _________________________________________________________
GREAT AMERICAN RESERVE INSURANCE COMPANY
Post Office Box 1927
Carmel, Indiana 46032
(HEREIN CALLED "Great American Reserve")
Agrees to pay benefits as provided herein to the person or persons entitled
thereto in accordance with and subject to the terms of this contract
This contract, Group Annuity Contract No. SPECIMEN is issued to
ABC Corp.
(HEREIN CALLED "Contract owner")
In consideration of the application therefor and of the payment by Contract
Owner of contributions as provided herein.
The Effective Date of this contact is: October 1, 1995
This contract is delivered in Florida and is subject to the laws of that
jurisdiction.
Telephone Number: The Owner or Annuitant may call (317) 817-3700 to present
inquiries, obtain information about coverage, or gain assistance in resolving
complaints.
Provisions contained in subsequent pages hereof from a part of this contact as
fully as if recited in their entirety over the signatures hereto affixed.
IN WITNESS WHEREOF, GREAT AMERICAN RESERVE INSURANCE COMPANY has caused this
contract to be executed at its Administrative Office in Carmel, Indiana on the
Effective Date.
/s/ [ILLEGIBLE] /s/ Lynn C. Tyson
Secretary President
10 DAY RIGHT TO EXAMINE
Please read your contract carefully. We want you to fully understand it and be
satisfied with it. If for any reason you are not, you may return it to us within
10 days from the date you receive it and receive a refund of all premiums paid.
You may return it by mailing it to our Administrative Office or by returning it
to the agent who sold it The contract will then be deemed void from its
effective date and all premiums paid will be promptly refunded.
22-7084 (12-86)
Any part of this contract which is funded by a separate account providing
benefits on a variable basis, is a part under which the risk is borne by the
policyholder and is not covered by an insurance guaranty fund or other solvency
protection arrangement.
05-7381 (3-90)
GROUP FLEXIBLE PREMIUM DEFERRED FIXED/VARIABLE ANNUITY
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT. THE VALUES OF THE VARIABLE ACCOUNT
MAY INCREASE OR DECREASE.
32-4000-FL Page 1 0895
<PAGE>
SPECIFICATIONS
Item 1.
The Plan
Item 2.
General Account Guaranteed Net Investment Rate Prior to and including the
Annuity Commencement Date, Section 3.07.
The net investment rate for a valuation period prior to and including the
Annuity Commencement Date is guaranteed to be at least equivalent to a rate per
annum compounded annually as specified below.
For net contributions received prior to the Annuity Commencement Date, a rate of
4 1/2%;
The net investment rate for any Valuation Period subsequent to the Annuity
Commencement Date is guaranteed to be at least equivalent to a rate of 3 1/2%
per annum compounded annually.
Great American Reserve may increase the applicable rate shown above from time to
time.
Item 3.
The Normal Annuity Form, Section 2.01
GROUP VARIABLE RETIREMENT CONTRACT
All payments and values provided by this contract, when based on investment
experience of a separate account, are variable and are not guaranteed as to
fixed dollar amount.
32-4000-FL Page 2
<PAGE>
TABLE OF CONTENTS
Section ARTICLE I Page
Definition of Certain Terms ............................................... 4
ARTICLE II
Retirement Annuity Provisions
2.01 Notice to Effect an Annuity ...................................... 5
2.02 Sections ......................................................... 5
2.03 Optional Annuity Forms
2.04 Allocation of Variable and Fixed Annuities ....................... 7
A. Variable Annuity .............................................. 7
B. Fixed-Dollar Annuity .......................................... 8
2.05 Frequency of Payment ............................................. 8
2.06 Method of Calculating Retirement Annuity Payments ................ 8
Tables
2.07 Applicability and Basis of Tables ................................ 9
2.08 Amount of First Monthly Payment .................................. 9
ARTICLE III
Contributions, Account Valuation and Discontinuance
Contributions
3.01 Contributions .................................................... 12
3.02 Application of Contributions; Accumulation Units ................. 12
3.03 Participant's Individual Account ................................. 12
3.04 Change of Allocation and Transfer Between Accounts ............... 13
3.05 Active Lives Reserves ............................................ 13
3.06 Premium Taxes .................................................... 13
Valuation
3.07 Net Investment Rate and Net Investment Factor .................... 13
3.08 Accumulation Unit Value .......................................... 14
3.09 Annuity Unit Value ............................................... 14
3.10 Valuation of Individual Accounts ................................. 14
3.11 Annual Administrative Fee ........................................ 15
3.12 Experience Credits ............................................... 15
Discontinuance of Contributions
3.13 Suspension ....................................................... 15
3.14 Change to Paid-Up Contract ....................................... 15
3.15 Surrender of the Contract ........................................ 16
3.16 Surrender of Individual Accounts ................................. 17
3.17 Death Benefit .................................................... 18
3.18 Deferral of Termination Value .................................... 18
ARTICLE IV
General Provisions
4.01 Contract ......................................................... 18
4.02 Change of Contract by Great American Reserve ..................... 18
4.03 Change of Contract by Mutual Agreement; Retroactive Changes ...... 18
Changes
4.04 Individual Certificates .......................................... 19
4.05 Conversion to Individual Contract ................................ 19
4.06 Designation of Beneficiary ....................................... 19
4.07 Facility of Payment .............................................. 20
4.08 Evidence of Survival ............................................. 20
4.09 Misstatements and Adjustments .................................... 20
4.10 Ownership and Adjustments ........................................ 20
4.11 Reserves ......................................................... 20
4.12 Termination of Contract .......................................... 20
4.13 Data to be Furnished to Great American Reserve ................... 21
4.14 Separate Account Assets .......................................... 21
4.15 Owner Reports .................................................... 21
32-4000-FL Page 3
<PAGE>
ARTICLE I
Definition of Certain Terms
Section 1.01 Annuitant
A Participant with respect to whom a Retirement Annuity has been effected.
Section 1.02 Annuity Commencement Date
The date on which Retirement Annuity payments commence with respect to a
Participant under the terms of the Plan.
Section 1.03 Bond Separate Account
The segregated asset account established by Great American Reserve pursuant to
the provisions of the Insurance Code of the State of Texas for this class of
contracts which provide variable benefits, and identified as Great American
Reserve Variable Annuity Account C.
Section 1.04 Contract Year
The period of 12 months commencing with either The Effective Date or any
anniversary thereof.
Section 1.05 General Account
All assets of Great American Reserve other than those held in segregated asset
accounts.
Section 1.06 Individual Account
The record established for each Participant of the amounts accumulated under the
Contract for payment of future benefits.
Section 1.07 Money Market Separate Account
The segregated asset account established by Great American Reserve pursuant to
the provisions of the Insurance Code of the State of Texas for this class of
contracts which provide variable benefits, and identified as Great American
Reserve Variable Annuity Account D. This Account is applicable only for
accumulation of values under this Contract prior to the Annuity Commencement
Date; at that time, the accumulated value in this Account will be transferred to
the General Account or, if elected by the Contract Owner, to the Stock Separate
Account or Bond Separate Account.
Section 1.08 Participant
A person entitled to benefits under the Plan.
Section 1.09 Plan
The Contract Owner's program of Deferred Compensation designated in the
Specifications. It is designated for reference purposes only and in the event of
any conflict in provisions of the Plan and this Contract, for purposes of this
Contract the provisions of the Contract shall prevail.
Section 1.10 Retirement Annuity
A series of payments provided under this Contract with respect to an Annuitant.
Section 1.11 Separate Account
The Stock Separate Account, Bond Separate Account, or Money Market Separate
Account, as applicable.
Section 1.12 Stock Separate Account
The segregated asset account established by Great American Reserve pursuant to
the provisions of the Insurance Code of the State of Texas for this class of
contracts which provide variable benefits, and identified as Great American
Reserve Variable Annuity Fund.
32-4000-FL Page 4
<PAGE>
ARTICLE II
Retirement Annuity Provisions
Section 2.01 - Notice to Effect an Annuity
At least one month prior to a Participant's Annuity Commencement Date, the
Contract Owner shall notify Great American Reserve to commence a distribution
from the Participants Individual Account and shall make the elections required
by Section 2.02 of this Contract. Great American Reserve shall then determine
the monthly retirement annuity payments to be payable for that Annuitant in
accordance with Section 2.06. All such payments will be made by Great American
Reserve to the Contract Owner. Great American Reserve may, however, by agreement
with and on behalf of the Contract Owner, make such payments directly to the
Annuitant. In the absence of an election of an Optional Annuity Form in
accordance with 2.02, the Retirement Annuity will be on the Normal Annuity Form
as set forth in Item 3 of the Specifications.
To the extent the Plan provides that a Participant may exercise any of the
rights provided the Contract Owner in this Article, the owner shall mean
Participant in this Article.
Section 2.02 - Elections
Election of Option - At least 30 days prior to a participant's retirement date,
the Contract Owner may by Written election to the Home Office of Great American
Reserve elect to have the Participant's Individual Account applied under any one
of the Optional Annuity Forms described below.
Alternate Assumed Investment Rates - The standard assumed investment rate shall
be 3 1/2%. If not prohibited by the laws and regulations of the state in which
this Contract is issued, at least 30 days prior to a participant's retirement
date the Contract Owner may by written election to the Home Office of Great
American Reserve elect to have all variable benefits payable for the Participant
determined on an assumed investment rate of 5% in lieu of the standard assumed
investment rate.
Section 2.03 - Optional Annuity Forms
The amount of the first payment under any of these options will be determined in
accordance with Section 2.06. No payments will be made under Options A through C
prior to receipt by Great American Reserve of satisfactory evidence of the date
of birth of the Annuitant and any joint Annuitant.
OPTION A - Life Annuity. An annuity payable monthly during the lifetime of an
Annuitant, ceasing with the last payment due prior to the Annuitant's death.
32-4000-FL Page 5
<PAGE>
OPTION B - Life Annuity with 120, 180, or 240 Monthly Payments Guaranteed. An
annuity payable monthly during the lifetime of an Annuitant, with a guarantee
that if, at the death of the Annuitant, payments have been made for less than
120, 180, or 240 months as selected, payments will be continued thereafter to a
beneficiary designated by the Contract Owner during the remainder of the
selected period. If no beneficiary is designated, the then present value of the
current dollar amount of the remaining guaranteed number of annuity payments
commuted on the basis of the investment rate or rates on which the accumulation
units were applied to provide a Retirement Annuity, shall be paid in a lump sum
to the estate of the Annuitant.
OPTION C - Joint and Last Survivor Annuity. An annuity payable monthly during
the lifetime of an Annuitant and thereafter and during any remaining lifetime of
a second person designated by the Contract Owner.
OPTION D - Payments for a Designated Period. An amount payable monthly for the
number of years selected, which may be from one to thirty, provided that the
number of years selected may not be less than five minus "n", where "n" is the
number of completed annual contribution periods as determined in accordance with
Section 3.16.
OPTION E - Payments of a Designated Dollar Amount. The Individual Account value
may be paid in equal annual, semi-annual, quarterly or monthly installments of a
designated dollar amount until the remaining balance is less than the amount of
one installment. The designated amount of each installment may not be less than
$6.25 per month per $1,000 value in the Individual Account at the time the first
payment is due nor greater than an amount which would equal the value applied in
less than five minus "n" years, where "n" is the number of completed annual
contribution periods as determined in accordance with Section 3.16. To determine
the remaining balance in the General Account or Separate Account at the end of
any Valuation Period, such balance at the end of the previous period is
decreased by the amount of any installment paid during the period and the result
by the net investment factor for the period. If the remaining balance at any
time is less than the amount of one installment, such balance will be paid and
will be the final payment under the option.
To the extent that this option is effected on a variable basis, if Federal
Securities Law provides that the Contract Owner may withdraw the remaining
balance, upon such an election the then remaining balance will be paid in a lump
sum or, provided the balance is at least $5,000, be applied under Options A, B,
or C. If this election is made within five years after the commencement of
annuity payments and the remaining balance is elected to be paid as a lump sum,
the election shall be treated as a surrender pursuant to Section 3.16.
32-4000-FL Page 6
<PAGE>
Section 2.04 - Allocation of Variable and Fixed Annuities
The Participant's Individual Account may be applied to provide a variable
annuity, a fixed annuity, or a combination of both, as elected by the Contract
Owner, provided such election is received at the Home Office of Great American
Reserve at least 30 days prior to the Annuity Commencement Date.
In the absence of such an election, when a Retirement Annuity is elected for a
Participant, the value of the Participant's Individual Account will be applied
as follows: the value of the accumulation units in the Money Market Separate
Account will be transferred to the General Account, combined with the value of
any accumulation units then in the General Account and the total value applied
to provide a fixed annuity; the value of the accumulation units in the Stock
Separate Account and in the Bond Separate Account will be applied, separately,
to provide a variable annuity based upon the net investment results of the
respective Separate Account.
A. Variable Annuity - A variable annuity is an annuity with payments varying
in amount in accordance with the net investment results of a Separate
Account, other than the Money Market Separate Account, as described in the
Valuation provisions of Article III. After the first monthly payment for a
variable annuity has been determined in accordance with Section 2.06, a
number of Separate Account units is determined by dividing that first
monthly payment by the Separate Account annuity unit value at the
effective date of the commencement of annuity payments. Once variable
annuity payments have begun, that number of annuity units remains fixed.
The method of calculating the unit value is described in Section 3.09.
The dollar amount of the second and subsequent variable annuity payments
is not predetermined and may change from month to month. The actual amount
of each variable annuity payment after the first is determined by
multiplying that number of Separate Account annuity units by the Separate
Account annuity unit value as described in Section 3.09 for the Valuation
Period in which the payment is due.
Great American Reserve guarantees that the dollar amount of variable
annuity payments shall not be affected by variation in expense or the
actual mortality experience of Annuitants and contingent annuitants from
the expense and mortality assumptions as used in determining the first
monthly payment.
As to Options A, B, and C, if it would produce greater benefits, Great
American Reserve agrees that the first monthly payment under a variable
annuity will be determined on the same mortality basis used in determining
the first payment for immediate variable annuities being issued for this
class of Annuitant at the date the first monthly payment is due under this
Contract.
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B. Fixed-Dollar Annuity - A fixed annuity is an annuity with payments which
remain fixed as to dollar amount throughout the payment period. Since the
General Account Retirement Annuities are of a fixed value, payments after
the first will never be less than the first monthly payment.
Great American Reserve may, from time to time, by action of its Board of
Directors, increase the amount of General Account Retirement Annuities
during the period of benefits, by crediting interest earned in excess of
the guaranteed rate.
If the guaranteed payments are less than those of a similar Great American
Reserve Single Premium Annuity which could be purchased by the proceeds at
a discounted rate, such larger amounts, but without excess interest, will
be paid if Annuity Option A, B, or C is elected. This discounted premium
rate is Great American Reserve's base premium rate on the due date of the
first premium, adjusted for immediate first payment less such percentage
of that adjusted rate as may be provided under Great American Reserve's
then published rules.
Section 2.05 - Frequency of Payment
Annuity payments under this Contract will be made monthly, except that, if such
payments would amount to less than $25 each. Great American Reserve reserves the
right to make payments at less frequent intervals; provided, however, that if at
the Annuity Commencement Date the annual rate of payment to any payee is less
than $100, Great American Reserve may make such other settlement as may be
equitable to the payee.
Section 2.06 - Method of Calculating Retirement Annuity Payments
Options A, B and C - Fixed Dollar Monthly Annuity Payments. To determine the
amount of fixed monthly annuity payments under Options A, B and C, the value of
the accumulation units in the Participant's Individual Account which are to be
applied using the monthly payment rates in Section 2.08 for the appropriate
option and adjusted age of the Annuitant at the date the payment is due. The
adjusted age is determined pursuant to Section 2.07. The accumulation units so
applied will then be canceled.
Options A, B and C - Variable Monthly Annuity Payments. To determine the amount
of the first monthly annuity payment under Options A, B and C, the value of the
accumulation units in the Participant's Individual Account which are to be
applied to provide variable annuity payments will be applied using the monthly
payment rate in Section 2.08 for the appropriate option and adjusted age of the
Annuitant at the date the first payment is due. The adjusted age is determined
pursuant to Section 2.07. The accumulation units so applied will then be
canceled.
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Options D and E. The monthly annuity payments will be determined in the manner
set out in the description of these options in Section 2.03. Tables of first
monthly payments are contained in Section 2.08. When variable monthly annuity
payments are elected, as each monthly payment is made a number of accumulation
units in the Annuitant's Individual Account equal in value to the payment will
be canceled.
Premium Taxes. Retirement Annuity payments may be reduced in order to provide
for any premium taxes assessed as described in Section 3.06.
TABLES
Section 2.07 - Applicability and Basis of Tables
The tables in this Article will be used to determine the monthly Retirement
Annuity for Options A through D. Under Options A and B the amount of the monthly
payment will depend on the Annuitant's adjusted age at the time the first
payment is due. Under Option C the amount of monthly payment will depend on the
adjusted age of each Annuitant at the time the first monthly payment is due.
The Retirement Annuity Tables in Section 2.08 show for various adjusted ages the
amount of the first monthly annuity payment for each $1,000 of value of the
accumulation units in the Individual Account at the Annuity Commencement Date.
Amounts shown in the Tables are based on investment rates of 3 1/2% and 5% per
year. Amounts for ages not shown will be furnished by Great American Reserve
upon request.
Section 2.08 - Amount of First Monthly Payment
The amount of first monthly payment for each $1,000 of Value of Accumulation
Units applied at the Annuity Commencement date after deducting any premium taxes
are listed below. Second and subsequent payments when based on the investment
experience of a separate account, are variable and are not guaranteed as to
dollar amount.
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<PAGE>
OPTIONS A AND B SINGLE LIFE ANNUITIES
---------------------------------------------------------------------
NUMBER OF MONTHLY PAYMENTS GUARANTEED
---------------------------------------------------------------------
Option One Option Two
---------------------------------------------------------------------
Adjusted Age
of Annuitant None 120 180 240
- --------------------------------------------------------------------------------
FV V FV V FV V FV V
- --------------------------------------------------------------------------------
50 $ 4.74 $ 5.64 $ 4.69 $ 5.58 $ 4.62 $ 5.50 $ 4.52 $ 5.38
51 4.84 5.73 4.78 5.66 4.70 5.57 4.58 5.44
52 4.94 5.83 4.87 5.75 4.78 5.64 4.65 5.50
53 5.04 5.93 4.97 5.84 4.87 5.72 4.71 5.56
54 5.16 6.04 5.07 5.94 4.95 5.80 4.78 5.62
55 5.28 6.16 5.18 6.04 5.04 5.88 4.85 5.68
56 5.40 6.29 5.29 6.15 5.13 5.97 4.91 5.74
57 5.54 6.42 5.41 6.26 5.23 6.06 4.98 5.80
58 5.68 6.57 5.53 6.38 5.33 6.15 5.05 5.86
59 5.84 6.72 5.66 6.50 5.43 6.25 5.11 5.92
60 6.01 6.89 5.79 6.63 5.53 6.34 5.18 5.98
61 6.18 7.06 5.94 6.77 5.63 6.44 5.24 6.04
62 6.37 7.25 6.08 6.91 5.74 6.54 5.30 6.09
63 6.57 7.45 6.24 7.06 5.84 6.63 5.36 6.15
64 6.79 7.67 6.40 7.22 5.95 6.73 5.41 6.20
65 7.02 7.90 6.57 7.38 6.05 6.83 5.46 6.24
66 7.27 8.15 6.74 7.54 6.15 6.93 5.51 6.29
67 7.54 8.42 6.91 7.71 6.26 7.02 5.55 6.32
68 7.83 8.71 7.10 7.89 6.35 7.11 5.59 6.36
69 8.14 9.02 7.28 8.06 6.45 7.20 5.62 6.39
70 8.48 9.36 7.47 8.24 6.54 7.28 5.65 6.42
71 8.84 9.72 7.66 8.43 6.62 7.36 5.68 6.44
72 9.23 10.12 7.85 8.61 6.70 7.43 5.70 6.46
73 9.65 10.54 8.04 8.79 6.77 7.50 5.71 6.47
74 10.11 11.00 8.23 8.97 6.83 7.56 5.72 6.48
75 10.61 11.50 8.41 9.14 6.88 7.61 5.72 6.49
The FV columns above assume a net investment rate of 3 1/2% per annum. Amounts
for ages not shown will be provided on request. The V columns above assume a net
investment rate of 5% per annum.
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<PAGE>
OPTION C JOINT AND LAST SURVIVOR ANNUITY
Adjusted Age of Primary Annuitant
<TABLE>
<CAPTION>
Adjusted Age Age 45 Age 50 Age 55 Age 60 Age 65 Age 70
of Secondary
Annuitant FV V FV V FV V FV V FV V FV V
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36 $3.58 $4.62 $3.74 $4.57 $3.77 $4.71 $3.80 $4.74 $3.82 $4.76 $3.83 $4.77
41 3.81 4.73 3.89 4.80 3.95 4.86 4.00 4.91 4.04 4.95 4.06 4.98
46 3.93 4.83 4.05 4.94 4.15 5.04 4.24 5.13 4.30 5.19 4.35 5.24
51 4.03 4.93 4.21 5.09 4.37 5.24 4.51 5.37 4.62 5.49 4.70 5.57
56 4.13 5.02 4.35 5.22 4.58 5.44 4.80 5.65 4.99 5.83 5.14 5.99
61 4.20 5.09 4.47 5.34 4.78 5.63 5.09 5.93 5.39 6.22 5.65 6.48
66 4.25 5.15 4.57 5.44 4.94 5.79 5.36 6.19 5.81 6.62 6.23 7.04
71 4.29 5.19 4.64 5.51 5.07 5.92 5.59 6.42 6.19 7.00 6.83 7.63
76 -- -- 4.68 5.57 5.15 6.02 5.75 6.60 6.50 7.32 7.37 8.18
81 -- -- 4.71 5.60 5.21 6.08 5.87 6.72 6.72 7.56 7.81 8.63
</TABLE>
OPTION D PAYMENT FOR A DESIGNATED PERIOD
Years of Amount of Years of Amount of Years of Amount of
Payments Payment Payments Payment Payments Payment
FV V FV V FV V
1 $84.65 $85.21 11 $9.09 $9.77 21 $5.56 $6.33
2 43.05 43.64 12 8.46 9.16 22 5.39 6.17
3 29.19 29.80 13 7.94 8.64 23 5.24 6.02
4 22.27 22.89 14 4.49 8.20 24 5.09 5.86
5 18.12 18.74 15 7.10 7.82 25 4.96 5.76
6 15.35 15.99 16 6.76 7.49 26 4.84 5.65
7 13.38 14.02 17 6.47 7.20 27 4.73 5.54
8 11.90 12.56 18 6.20 6.94 28 4.63 5.45
9 10.75 11.42 19 5.97 6.71 29 4.53 5.36
10 9.83 10.51 20 5.75 6.51 30 4.45 5.28
The FV and V columns above assume a net investment rate of 3-1/2% and 5% per
annum, respectfully.
Amounts for periods not shown will be provided on request.
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<PAGE>
ARTICLE III
CONTRIBUTIONS, ACCOUNT VALUATION, AND DISCONTINUANCE
CONTRIBUTIONS
Section 3.01 - Contributions
Great American Reserve shall periodically receive such contributions from the
Contract Owner as are made pursuant to the Plan. The net contribution shall be
equal to the total contribution less any applicable premium taxes payable on the
contribution. The net contribution shall be applied to provide accumulation
units for Participant's in accordance with Section 3.02 below and instructions
of the Contract Owner.
Section 3.02 - Application and Contributions; Accumulation Units
The net contribution for each Participant shall be applied as of the end of the
Valuation Period in which the contribution is received by Great American Reserve
to provide accumulation units on the basis of the then current value of the
units, application being made separately for net contributions allocated to the
General Account and each Separate Account. The number of accumulation units
provided in each Account and credited to a Participant's Individual Account
shall be determined by dividing the net contribution for that Account applicable
to that Participant by the then current dollar value of one accumulation unit in
that Account. The number of accumulation units so determined will not be
affected by any subsequent change in the dollar value of an accumulation unit.
Section 3.03 - Participant's Individual Account
A Participant's Individual Account under this Contract shall, prior to
retirement, consist of a number of accumulation units equal to the number
provided by the application of the net contributions described in Section 3.02
in accordance with the Plan. Benefits will be purchased or provided only in such
amounts and under such conditions as called for by the Plan. No Participant
shall have any specific rights to such individual Account. The amount payable
to, or applied to provide benefits for, a Participant or beneficiary, shall be
limited to the value of the Participant's Individual Account.
When a Participant or beneficiary becomes entitled to a benefit in accordance
with the Plan, the Contract Owner will notify Great American Reserve as to the
manner of Payment of any benefit and the disposition to be made of that
Participant's Individual Account. Following the Annuity Commencement Date, no
further contributions may be made for that Individual Account.
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<PAGE>
Section 3.04 - Change of Allocation and Transfer Between Accounts
Change of Allocation - As to each Participant's Individual Account, the Contract
Owner may, prior to the Annuity Commencement Date and at least three calendar
months subsequent to the date the Individual Account was established or
subsequent to any previous change in allocation, elect to change the manner in
which future net contributions are to be allocated to the General Account and
the Separate Accounts.
Transfer Between Accounts - As to each Participant's Individual Account, the
Contract Owner may, prior to the Annuity Commencement Date, elect to transfer
the value of accumulation units from one Separate Account to another Separate
Account or the General Account, or vice versa. A transfer can be made no more
frequently than once in any 3 month period and, except with Great American
Reserve's permission, no more than 20% of the value of the accumulation units in
the General Account can be transferred at one time. No deductions will be made
from amounts transferred for expenses. Transfers will be effected on the basis
of accumulation unit values next computed following receipt by Great American
Reserve at its Home Office of a written request for transfer.
At the Annuity Commencement Date, the value of accumulation units in the Money
Market Separate Account will be transferred to the General Account, or if
elected by the Contract Owner at least 30 days prior, to another Separate
Account.
Section 3.05 - Active Lives Reserve
The Active Lives Reserves shall consist of the sum of accumulation units in
Individual Accounts of Participants for which annuity payments have not
commenced.
Section 3.06 - Premium Taxes
To the extent that any premium taxes are assessed against Great American
Reserve, the taxes will be deducted by Great American Reserve from contributions
as received or from Individual Accounts at the time a Retirement Annuity is
effected, or at such other time as taxes are assessed.
VALUATION
Section 3.07 - Net Investment Rate and Net Investment Factor
A. The net investment rate for the General Account is guaranteed. The net
investment rate applicable prior to and including the Annuity Commencement
Date is set forth in Item 2 of the Specifications; the rate applicable
subsequent to the Annuity Commencement Date is equivalent to an investment
rate of 3 1/2% compounded annually. In addition, by action of its Board of
Directors, Great American Reserve may increase the net investment rate at
such time and for such period as the Directors may determine.
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<PAGE>
B. The net investment rate for any Valuation Period of a Separate Account is
equal to the gross investment rate of the Account for the Period less a
margin deduction for each day of the Valuation Period of .00003945 (an
effective annual rate of 1.44%). Such gross investment rate is equal to
(i) the investment income and capital gains and losses, both realized and
unrealized on the assets of the Separate Account less a deduction for any
applicable taxes, or a reserve for such taxes, arising from the investment
income and capital gains, divided by (ii) the amount of the assets of the
Separate Account at the beginning of the Valuation Period. Such gross
investment rate may be either positive or negative.
C. The net investment factor for an Account is the sum of 1.00000000 and the
net investment rate for the Account.
Section 3.08 - Accumulation Unit Value
The value of the General Account unit will be determined according to its
established practice. Alternatively, in lieu of using General Account
accumulation units to determine the value of the portion of this Contract in the
General Account, Great American Reserve may, at its option, determine such value
by accumulating the net contributions allocated to the General Account from the
date of payment, at the net investment rate determined pursuant to Section 3.07.
Great American Reserve guarantees that the resulting value will not be less, at
any time, than the value based on General Account accumulation unit values
calculated in accordance with Section 3.07.
The value of the accumulation unit for a Separate Account for any Valuation
Period is determined by multiplying the value of the unit at the end of the
immediately preceding Valuation Period by the Separate Account net investment
factor for the current Valuation Period. The value of the Accumulation Value and
any death benefit, including any period during which this Contract is held in a
paid-up status, is not less than that required by the state in which this
Contract is delivered.
Section 3.09 - Annuity Unit Value
The value of a Separate Account annuity unit for any Valuation Period is
determined by multiplying the value of the unit at the end of the immediately
preceding Valuation Period by (a) .99990576 (if the Contract Owner has selected
an assumed net investment rate of 3 1/2% per annum) or .99986634 (if the
Contract Owner has selected an assumed net investment rate of 5% per annum) for
each day of the Valuation Period and (b) the net investment factor for the tenth
preceding Valuation Period.
Section 3.10 - Valuation of Individual Accounts
The value of a Participant's Individual Account on any date can be determined by
multiplying the total number of accumulation units credited to the Account for
each investment medium, General Account or Separate Account(s), by the current
accumulation unit value for that medium.
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<PAGE>
Section 3.11 - Annual Administrative Fee
Prior to the Annuity Commencement Date, an administrative fee of $15 will be
deducted from each Individual Account on July 2 of each year and upon full
surrender of the Individual Account in accordance with Section 3.15. The
administrative fee is deducted first from amounts accumulated in the General
Account; if none or insufficient value in the General Account, any balance will
then be deducted from amounts accumulated in Separate Accounts in the following
order: Money Market Separate Account, Bond Separate Account, Stock Separate
Account. If the Administrative Fee causes the Individual Account to go below the
minimum non-forfeiture values, as required by the state in which this Contract
is issued, the fee will not be assessed.
Section 3.12 - Experience Credits
Great American Reserve may apply experience credits to this Contract at the end
of any Contract Year (a) in the form of additional General Account or Separate
Account accumulation units or annuity units, as applicable, or (b) reduction of
the annual administrative fee.
DISCONTINUANCE OF CONTRIBUTIONS
Section 3.13 - Suspension
The Contract shall be suspended automatically on any anniversary of the
Effective Date if:
(a) the Contract Owner gives prior written notice to Surrender the Active
Lives Reserve in accordance with Section 3.15; or
(b) the Contract Owner fails to assent to any modifications of the Contract
initiated by Great American Reserve as provided in Section 4.02, which
modification would have been effective on such anniversary.
Effective with suspension, no new Participants may be covered under the terms of
this Contract. Except in the case of a notice of surrender in accordance with
Section 3.15; however, the Contract Owner may make further contributions as they
are applicable to Participants under the Contract prior to the suspension.
Section 3.14 - Change to Paid-up Contract
Any Individual Accounts may be placed on paid-up status if payment of a
contribution is not made within 31 days after Great American Reserve has
notified the Contract owner that such contribution is due.
The entire Contract shall become paid-up on any anniversary of the Effective
Date where:
(a) written notice is given to Great American Reserve by the Contract Owner to
place the Contract on paid-up status; or
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<PAGE>
(b) where written notice is given to the Contract Owner by Great American
Reserve at least 90 days in advance, that the number of Participants for
whom contributions are being made is less than 25.
Effective with being placed on paid-up status, all amounts held by Great
American Reserve pursuant to the Contract shall continue to be accumulated and
governed by the terms of the Contract. The Contact Owner may resume
contributions under the Contact at any time, provided that the number of
Participants for whom contributions are made is at least 25. Any change to
paid-up status shall not affect Annuitants in any way.
Section 3.15 - Surrender of the Contract
The Contract Owner may file a written request with Great American Contract
Reserve electing to surrender this Contract and receive the accumulated value of
the Contract, less the applicable fee, if any, for each Individual Account to be
surrendered, pursuant to Section 3.16. The accumulated value will be the
aggregate value of the accumulation units in the Active Lives Reserve,
determined in accordance with the contract provisions as of the end of the
Valuation Period in which written request is received by Great American Reserve
at its Home Office or the Date Specified in the request, whichever is later. The
date of payment will be the date specified by the Contract Owner, provided that
Great American Reserve reserves the right to postpone payment as described in
(a) and (b) below.
(a) With respect to the portion of the value which is in a Separate Account,
in accordance with deferment provisions of applicable or federal and state
law or regulation.
(b) With respect to the portion of the value which is in the General Account,
(1) for a period not exceeding six months; (2) if the portion exceeds
$1,000,000, payment of the initial $1,000,000 is subject to postponement
pursuant to (1) and the excess over $1,000,000 may be paid in five annual
installments, beginning one year following the date surrender was
effected, with each installment being 20% of the initial balance plus
interest credited on the remaining balance during the year. During the
period of postponement pursuant to (1) or (2), Great American Reserve will
credit interest on the remaining balance of the amount for which payment
is postponed, at the minimum guaranteed rate which would have been
applicable had the Contract not been surrendered.
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<PAGE>
Section 3.16 - Surrender of Individual Accounts
The Contract Owner may surrender, either fully or partially, any individual
Account at any time prior to the commencement of a Retirement Annuity. The
amount due on a surrender shall be equal to the value surrendered, less (a) any
applicable premium taxes; (b) any applicable surrender fee, determined as
described below; and (c) if a full surrender, an administrative fee of $15. The
amount due shall be paid by Great American Reserve to the Contract Owner,
however, Great American Reserve at the direction of the Owner may make payment
directly to the Participant. No partial surrender will directly alter future
requirements to make contributions for that Participant nor the Participant's
Annuity Commencement Date.
A request for a partial surrender of an Individual Account containing both
General Account and Separate Account accumulation units must specify the
allocation of the partial surrender between accounts. Upon receipt of a written
request for a full or partial surrender of an Individual Account, Great American
Reserve will determine the value of the number of accumulation units surrendered
at the accumulation unit value next computed following receipt of the written
request. Payment will normally be made within seven days after the application
is received by Great American Reserve; however, Great American Reserve reserves
the right to defer payment of any surrender value in accordance with deferment
provisions of applicable federal and state law or regulation.
The partial surrender of 75% or more of the value of each Individual Account
will be deemed a surrender of the Contact for purposes of Section 3.15 and the
provisions of that section will apply to the determination and payment of the
surrender value.
The surrender fee is a percentage of the value surrendered, determined by the
number of completed annual contribution periods for which net contributions have
been credited to the Individual Account. An annual contribution period is
completed when the number of net contributions credited equals the number to be
made annually, as selected by the Contract Owner in the application for the
Contract.
Number of Completed
Annual Contribution Periods Fee
--------------------------- ---
less than 5 5%
5 or more but less than 10 3%
10 or more but less than 15 2%
15 or more none
In no event shall the surrender fee for an Individual Account exceed 9% of the
total contributions received for the Individual Account.
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<PAGE>
Section 3.17 - Death Benefit
In the event of the death of a Participant prior to the Annuity Commencement
Date, the beneficiary designated in accordance with Section 4.06 will receive
the value of the Participant's Individual Account, upon receipt in Great
American Reserve's Home Office of due proof of death.
The death benefit is payable in one sum unless other provisions for settlement
have been previously agreed to in writing by Great American Reserve.
Section 3.18 - Deferral of Termination Value
We may defer payment of any amount from the General Account for up to six
months.
ARTICLE IV
GENERAL PROVISIONS
Section 4.01 - The Contract
This Contract and the application of the Contract Owner, a copy of which is
attached hereto and made a part hereof, will constitute the entire Contract. All
statements made by the Contract Owner will be deemed representations and not
warranties, and no statement will void any payment under this Contract or be
used in defense of a claim unless it is contained in the application of the
Contract Owner. Only the President, a Vice President, the Secretary or an
Assistant Secretary has the power on behalf of Great American Reserve to make or
modify this Contract.
Section 4.02 - Change of Contract by Great American Reserve
On the first anniversary of the Effective Date and the first day of any Contract
Year thereafter, Great American Reserve upon written notice given at least 90
days in advance to the Contract Owner, may from time to time, change any of the
terms of this contract, provided that (a) any such change will not affect in any
way the amount or terms of any Retirement Annuity effected prior to the
effective date of such change and (b) any such change shall not affect Sections
2.08 Annuity Tables, 3.01 Contributions, 3.07 Net Investment Rate and Net
Investment Factor, 3.08 Accumulation Unit Value, 3.11 Annual Administrative Fee
and 3.16 Surrender of Individual Accounts as those sections apply to
accumulation units provided by contributions made on behalf of Participants who
were in the Plan prior to the effective date of such change.
Section 4.03 - Change of Contract by Mutual Agreement; Retroactive Changes
A. By agreement in writing, the Contract Owner and Great American Reserve may
change, from time to time, any or all of the terms of this Contract
provided that any such change will not affect the amount or terms of any
Retirement Annuity attributable to contributions made prior to the
effective date of such change.
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B. Notwithstanding any of the terms of this Contract, the Contract Owner and
Great American Reserve, by an agreement in writing on any date agreed upon
by the Contract Owner and Great American Reserve may change, from time to
time, any terms of this Contract if it is deemed necessary or appropriate
to do so in order to enable the Plan or contract to comply with, or
receive the benefit of, any federal or state statute or any rule
regulation of the United States Treasury Department, which change may be
made retroactive to the Effective Date or any date thereafter.
C. Consent of any Participant or beneficiary shall not be requisite to any
change in this Contract.
Section 4.04 - Individual Certificates
Great American Reserve shall issue a certificate to the Contract Owner for
delivery to each Participant. Each certificate shall set forth in substance the
benefits which the Participant is accruing under this Contract. Certificates
described in this section shall not constitute a part of this Contract, nor
shall they confer upon the Participant any legal or ownership rights under the
Contract.
Section 4.05 - Conversion to Individual Contract
Upon termination of participation in the Plan, the Participant who is entitled
to a benefit in accordance with the terms of the Plan may elect, if the Contract
Owner so requests, to convert to an individual annuity contract. The individual
annuity contract will be of the form then currently issued for this class of
individual, at a duration equivalent to the lesser of the number of full years
(a) the Participant has been in Plan or (b) the Contract has been in force.
Section 4.06 - Designation of Beneficiary
The Contract Owner shall have the sole right to designate the beneficiary to
which any death benefits hereunder will be payable and, from time to time,
without the consent of such beneficiary, change the beneficiary designated by
filing written notice of such change with Great American Reserve. After the
written notice is received, the change will relate back to and take effect as of
the date the Contract Owner signed the notice, whether or not the Participant is
living on the date the notice is received by Great American Reserve, but without
prejudice to Great American Reserve on account of any payment made by it before
the notice was received. If at the death of a Participant there is more than one
beneficiary designated and in such designation the Contract Owner has failed to
specify their respective interest, beneficiaries will share equally. If any
designated beneficiary predeceases the Participant, the rights and interests of
such beneficiary will thereupon terminate.
In the event the designated beneficiary predeceases the Participant or if no
beneficiary has been named, the death benefit will be paid to the Contract
Owner.
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<PAGE>
Section 4.07 - Facility of Payment
If any payee under this Contract is, in the opinion of Great American Reserve
physically or mentally incapable of giving valid receipt and discharge for any
payment due under this Contract, then Great American Reserve may, at its option,
make payment thereof in installments of not more than $500 per month to the
person or persons who, in its opinion, are caring for and supporting such payee
until claim is made by a duly appointed guardian or other legal representative
of such payee. Payment to such person or persons will constitute a complete
discharge of the liability of Great American Reserve to the extent of such
payment and it will assume no responsibility for the proper application of the
money paid.
Section 4.08 - Evidence of Survival
Great American Reserve will have the right to require of any person to whom or
in respect of whom a payment is to be made under this Contract, satisfactory
evidence that such person is living on the date on which such payment is due.
Section 4.09 - Misstatements and Adjustments
If the age, sex, or any relevant fact relating to any person is found to be
misstated, the amounts of the payments under a Retirement Annuity shall be those
which are provided by the value of the accumulation units allocated to effect
such Retirement Annuity on the Basis of the correct information, without
changing the date the Retirement Annuity was effected unless another adjustment
satisfactory to the Contract Owner and Great American Reserve is made. Any
adjustment made in accordance with this Section shall be conclusive upon any
person affected thereby. The dollar amount of any underpayment made by Great
American Reserve shall be added to the next payment due, and the dollar amount
of any overpayment made by Great American Reserve shall be deducted from the
next payment or payments due until recovered by Great American Reserve.
Section 4.10 - Ownership and Assignment
This Contract shall belong to the Contract Owner or Owners designated in the
application. All contractual design rights and privileges may be exercised by
the Owner.
Section 4.11 - Reserves
The reserves held under this Contract as of any date will be at least equal to
the sum (1) 100% of the dollar value as of such date of the accumulation units
held in the Active Lives Reserves and (b) the reserve for such Retirement
Annuities as have been affected under this Contract.
Section 4.12 - Termination of Contract
This Contract will terminate at the close of the first day upon which the
performance and fulfillment by Great American Reserve of all its duties and
obligations arising hereunder have been completed.
32-4000-FL Page 20
<PAGE>
Section 4.13 - Data to be Furnished to Great American Reserve
The Contract Owner shall furnish all information which Great American Reserve
may reasonably require for the administration of this Contract. If the Contract
Owner cannot furnish any required item of information, Great American Reserve
may request the person concerned furnish such information. Great American
Reserve shall not be liable for the fulfillment of any obligations in any way
dependent on such information until it receives such information.
Information furnished to Great American Reserve may be corrected for
demonstrated errors therein unless Great American Reserve has already acted to
its prejudice by relying on such information. Any records prepared by Great
American Reserve from information furnished to Great American Reserve as
described above shall constitute prima facie evidence as to the truth of the
information recorded thereon.
Great American Reserve will accept as satisfactory proof of death any of one of
the following criteria:
(a) a copy of a certified death certificate;
(b) a copy of a certificate decree of a court of competent jurisdiction as to
the finding of death;
(c) a written statement from a medical doctor who attended the deceased at or
near the time of death; or
(d) any other proof satisfactory to Great American Reserve.
Section 4.14 - Separate Account Assets
The assets of the Separate Accounts equal to the reserves and other contract
liabilities in respect of this Contract, are not chargeable with any liabilities
arising out of any other business We may conduct.
Section 4.15 - Owner Reports
We will send the Owner a statement of the number and dollar value of
Accumulation Units credited to each account as of the Effective Date of the
Contract. We will send subsequent statements at least once per Contract Year.
Such statements shall be mailed within four months of the "as of" date.
32-4000-FL Page 21
<PAGE>
ADDITIONAL CONTRACT SPECIFICATIONS
Guaranteed Rate of Return
For
General Account Accumulations
The rate of return for any valuation period prior to and including the Annuity
Date is guaranteed to be at least equivalent to the rate of return per annum
compounded annually (as specified below):
Payments received prior to the Annuity Commencement Date will be credited with
interest at a rate no less than 4.5%.
The rate of return applicable to this contract for any valuation period
subsequent to the Annuity Commencement Date is guaranteed to be at least
equivalent to a rate of return of 3 1/2% per annum compounded annually.
The Company may declare, from time to time, a higher rate of return than that
guaranteed above.
32-4000-FL Page 22
<PAGE>
Accumulation Table for Flexible Premium Deferred Annuity
Group Maxiflex Contract 32-4000
Fixed Fund
$1,000 per year
Guaranteed Surrender Value*
based on a policy issue date of July 3. If your Issue date is different, then
your values will be different.
End of Accumulated Accumulated Surrender
Policy Year Value Increase** Value Value
End of Year
1 1,030 1,030 964
2 1,076 2,106 1,986
3 1,125 3,231 3,055
4 1,175 4,407 4,171
5 1,228 5,635 5,338
6 1,284 6,918 6,696
7 1,341 8,260 7,997
8 1,402 9,661 9,357
9 1,465 11,126 10,777
10 1,531 12,657 12,262
11 1,600 14,256 13,956
12 1,672 15,928 15,594
13 1,747 17,675 17,306
14 1,825 19,500 19,095
15 1,908 21,408 20,964
16 1,993 23,401 23,386
17 2,083 25,484 25,469
18 2,177 27,661 27,646
19 2,275 29,935 29,920
20 2,377 32,313 32,298
21 2,484 34,797 34,782
22 2,596 37,392 37,377
23 2,713 40,105 40,090
24 2,835 42,940 42,925
25 2,962 45,902 45,887
26 3,096 46,998 48,983
27 3,235 52,233 52,218
28 3,380 55,613 55,598
29 3,533 59,146 59,131
30 3,692 62,837 62,822
31 3,858 66,695 66,680
32 4,031 70,726 70,711
33 4,213 74,939 74,924
34 4,402 79,341 79,326
35 4,600 83,942 83,927
36 4,807 88,749 88,734
37 5,024 93,773 93,758
38 5,250 99,022 99,007
39 5,486 104,508 104,493
40 5,733 110,241 110,226
* Values shown are based on an interest rate of 4.5% for all years.
** Accumulated Value Increase includes $1,000 annual premium for all years
and reflects no partial withdrawal.
32-4000-FL Page 23
<PAGE>
GREAT AMERICAN RESERVE INSURANCE COMPANY'
For prompt service address all correspondence to our Administrative Office
11815 N. Pennsylvania Street, Post Office Box 1927
Carmel, Indiana 46032
GROUP FLEXIBLE PREMIUM DEFERRED FIXED/VARIABLE ANNUITY
32-4000-FL
GREAT AMERICAN RESERVE INSURANCE COMPANY
Post Office Box 1927
Carmel, Indiana 46032
Certifies that the person named below is a Participant in the Plan and may be
entitled to an annuity beginning on the participant's Annuity Commencement Date
providing the Participant is then alive. The amount of the annuity will be based
on the Plan and the Contract. In the event of the death of the Participant
before the Annuity Commencement Date, any death benefit provided by the Contract
shall be paid in accordance with the provisions of the Contract and Plan to the
beneficiary designated by the Contract Owner. In the event a Participant
withdraws from participation to the Annuity Commencement Date, any benefits
payable will be as provided by the Plan.
SPECIFICATIONS A P P R 0 V E D
FORMS ONLY EFFECTIVE
Participant JOHN G. Doe STATE OF FLORIDA
Certificate Number SPECIMEN
SEP 211995
Group Contract Number SPECIMEN
Plan T.S.A.
Contract Owner
ABC CO3CP.
BILL NELSON
INSURANCE COMM ONER
BY_________________
Telephone Number The Owner or Annuitant may call (317) 817-3700 to present
inquiries, obtain information about coverage, or gain assistance in resolving
complaints.
This certificate is merely evidence that the employee is a Participant in the
above named Plan and may be entitled to certain benefits under the Contract. All
matters pertaining to such benefits are subject to the terms and conditions of
the Contract. The description following summarizes some of the provisions of the
Contract as they affect the Participant.
Secretary President
10 DAY RIGHT TO EXAMINE
Please read your contract carefully. We want you to fully understand it and be
satisfied with it. If for any reason you are not, you may return it to us within
10 days from the date you receive it and receive a refund of ail premiums paid.
You may return it by mailing it to our Administrative Office or by returning it
to the agent who sold it. The contract will then be deemed void from its
effective date and all premiums paid will be promptly refunded.
22-7084 (12-86)
Any part of this contract which is funded by a separate account providing
benefits on a variable basis, is a part under which the risk is borne by the
policyholder and is not covered by an insurance guaranty fund or other solvency
protection arrangement.
05-7381 (3-90)
GROUP FLEXIBLE PREMIUM DEFERRED FIXED/VARIABLE ANNUITY
CERTIFICATE
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THE VALUES OF THE VARIABLE ACCOUNT MAY INCREASE OR
DECREASE.
32-400OC-FL Page 1 0895
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE I
Definition of Certain Terms ............................................ 3
ARTICLE II
Retirement Annuity Provisions
2.01 Notice to Effect an Annuity ...................................... 4
2.02 Elections ........................................................ 4
2.03 Optional Annuity Forms ........................................... 4
2.04 Allocation of Variable and Fixed Annuities ....................... 6
A. Variable Annuity .............................................. 6
B. Fixed-Dollar Annuity .......................................... 7
2.05 Frequency of Payment ............................................. 7
2.06 Method of Calculating Retirement Annuity Payments ................ 7
2.07 Applicability and Basis of Tables ................................ 8
2.08 Amount of First Monthly Payment .................................. 8
2.09 Premium Taxes .................................................... 11
ARTICLE III
Contributions, Account Valuation and Death Benefits Contributions
3.01 Contributions .................................................... 11
3.02 Application of Contributions: Accumulation Units ................. 11
3.03 Participant's Individual Account Valuation ....................... 11
3.04 Net Investment Rate and Net Investment Factor .................... 12
3.05 Accumulation Unit Value .......................................... 12
3.06 Annuity Unit Value ............................................... 12
3.07 Valuation of Individual Accounts Death Benefit ................... 12
3.08 Death Benefit .................................................... 13
ARTICLE IV
General Provisions
4.01 Change of Contract by Us ........................................ 13
4.02 Change of Contract by Mutual Agreement; Retroactive Changes ..... 13
4.03 Conversion to Individual Contract ............................... 13
4.04 Designation of Beneficiary ...................................... 14
4.05 Facility of Payment ............................................. 14
4.06 Evidence of Survival ............................................ 14
4.07 Misstatements and Adjustments ................................... 14
Section
Definition of Certain Terms. 2.01
Notice to Effect an Annuity.2.02
Elections 2.03
Optional Annuity Forms.2.04
Allocation of Variable and A. Variable Annuity ..... S. Fixed-Dollar Annuity
2.05 Frequency of Payment.
2.06
2.07
2.08
2.09
<PAGE>
ARTICLE I
DEFINITION OF CERTAIN TERMS
SECTION 1.01 ANNUITANT A Participant with respect to whom a Retirement
SECTION 1.02 ANNUITY Annuity has been effected. The date on which
COMMENCEMENT DATE Retirement Annuity payments commence with respect
to a Participant under the terms of the Plan.
SECTION 103 BOND SEPARATE The segregated asset account established
ACCOUNT by Us pursuant to the provisions of THE
Insurance Code of the State of Texas for
this class of contracts which provide
variable benefits, and identified as
Great American Reserve Variable Annuity
Account C.
SECTION 1.04 CONTRACT YEAR The 12 month period starting on either
the Effective Date or any anniversary
thereof.
SECTION 1.05 GENERAL ACCOUNT
SECTION 1.06 INDIVIDUAL ACCOUNT
All of Our assets other than those held in segregated asset accounts.
The record established for each Participant of the amounts accumulated under the
Contract for payment of future benefits.
SECTION 1.07 MONEY MARKET The segregated asset account established
SEPARATE ACCOUNT by Us pursuant to the provisions of the
Insurance Code of the State of Texas for
this class of contracts which provide
variable benefits, and identified as
Great American Reserve Variable Annuity
Account D. This Account is applicable
only for accumulation of values under
this Contract prior to the Annuity
Commencement Date; at that time, the
accumulated value in this Account will
be transferred to the General Account:
or, if elected by the Contract Owner, to
the Stock Separate Account or Bond
Separate ACCOUNT
SECTION 1.08 PARTICIPANT
A person entitled to benefits under the Plan.
SECTION 1.09 PLAN The Contract Owner's program of Deferred Compensation
designated in the Specifications. It is designated for
reference purposes only and in the event of any conflict
between provisions of the Plan and this Contract, for
purposes of this Contract, the provisions of the Contract
shall prevail.
SECTION 1.10 RETIREMENT ANNUITY
SECTION 1.11 SEPARATE ACCOUNT
A series of payments provided under this Contract with respect to an Annuitant.
The Stock Separate Account, Bond Separate Account, or Money Market Separate
Account, as applicable.
SECTION 1.12 STOCK SEPARATE The segregated assets account established
ACCOUNT by Us pursuant to the provisions of the
Insurance Code of the State of Texas for
this class of contract which provide
variable benefits, and identified as
Great American Reserve Variable Annuity
Fund.
SECTION 1.13 VALUATION PERIOD
Shall mean the period of time from the end of one business day of the New York
Stock Exchange to the end of the next. We will determine the accumulation unit
value and annuity unit value pursuant to applicable regulatory provisions and
Our procedures as of the end of each Valuation Period.
32-400OC-FL Page 3 ICN 24-OOCl-03
<PAGE>
ARTICLE 11
SECTION 2.01 - NOTICE TO EFFECT AN ANNUITY
RETIREMENT ANNUITY PROVISIONS
When a Participant is eligible for a Retirement Annuity in accordance with the
Plan, the Contract Owner shall notify Us to effect an annuity for the
Participant on the applicable Optional Annuity Form. In the absence of an
election of an Optional Annuity Form in accordance with Section 2.02, the
Retirement Annuity will be on the Normal Annuity Form as set forth in the
Specifications. We shall then determine the monthly retirement annuity payments
to be payable for that Annuitant in accordance with Section 2.06. All such
payments will be made by Us to the Contract Owner. We may, however, by agreement
with and on behalf of the Contract Owner. make such payments directly to the
Annuitant.
To the extent the Plan provides that a Participant may exercise any of the
rights provided in the Contract Owner in this Article, the Owner shall mean
Participant in this Article.
SECTION 2.02 - ELECTIONS Election of Option - The Contract Owner may
elect to have the Participant's Individual
Account applied under one of the Options
described below. Any option must be elected
in writing at least 30 days prior to a
Participant's retirement date.
ALTERNATIVE ASSUMED The Standard assumed investment rate shall
INVESTMENT RATES be 3 1/2% The Contact Owner may elect to
have all variable benefits payable for the
Participant determined on an assumed
investment rate of 5% in lieu of the
standard rate. Such election must be made,
in writing at least 30 days prior to a
participant's retirement date. Such
election will not be allowed if prohibited
by the laws or regulations of the state in
which this contract is issued.
SECTION 2.03 - OPTIONAL ANNUITY
FORMS
The amount of the first payment under any of these options will be determined in
accordance with Section 2.06. No payments will be made under Options A through C
prior to Our receipt of satisfactory evidence of the date of birth of the
Annuitant and any joint Annuitant. '
Option A - Life Annuity
An annuity payable monthly during the lifetime of an Annuitant, ending with the
last payment due prior to the Annuitant's death.
Option B - Life Annuity with 120,180 or 240 MONTHLY PAYMENTS GUARANTEED
An Annuity payable monthly during the lifetime of an Annuitant. If. at the death
of the Annuitant, payments have been made for less than the length of time
selected, payments shall continue for the rest of the selected period to a named
beneficiary. If no beneficiary is named, the then present value of the current
dollar amount of any remaining guaranteed payments, commuted on the investment
rate basis, shall be paid to the Annuitant's estate. Such amount will be payable
in one sum.
32-QOOC-FL Page 4 ICN 24-00C1-03
<PAGE>
OPTION C - JOINT and LAST SURVIVOR ANNUITY
An Annuity payable monthly during the joint lifetime of the payee and a
secondary payee, and then during the remaining lifetime of the survivor. The
payments end with the last payment prior to the death of the survivor.
OPTION D - PAYMENTS FOR A DESIGNATED PERIOD
An amount payable monthly for the number of years selected which may be from 1
to 30 years. The number of years selected may not be less than 5 minus "n",
where "n" is the number of completed annual contribution periods as determined
herein by Section 3.01.
Should the payee die before the designated number of monthly payments is made,
the then present value will be paid in one sum. Such present value will be the
current dollar amount of the remaining number of annuity payments commuted on
the basis of the investment rate(s) on which the Accumulation Units were applied
to provide a retirement annuity. Such sum will be paid to the beneficiary named
by the Contract Owner. If no beneficiary is named, the sum will be paid to the
estate of the last payee.
To the extent that this option is effected on a variable basis, if Federal
Securities Law provides that the Contract Owner may elect to commute the future
payments, upon such an election the then present value of the current dollar
amount of the remaining number of annuity payments to which the payee is
entitled, commuted on the basis of the investment rate or rates on which the
accumulation units were applied to provide a Retirement Annuity, will be paid in
a lump sum. If the commuted amount is at least $5,000, it may be applied under
Options A, B, or C. If this election is made within 5 years after the start of
annuity payments, and the present value is elected to be paid in one sum, then
such election shall be treated as a surrender (as shown in Section 3.01.).
OPTION E - PAYMENTS OF A DESIGNATED DOLLAR AMOUNT
The Individual Account value may be paid in equal annual, semi-annual,
quarterly, or monthly payments of a designated dollar amount until the remaining
balance is less than the amount of one payment. Such designated amount may not
be less than $6.25 per month per $1,000 value of the original amount due, nor
greater than an amount which would equal the value applied in less than five
minus "n" years, where "n" is the number of completed annual contribution
periods (as shown in Section 3.01.) The remaining balance in the General Account
or a Separate Account at the end of any Valuation Period is the balance at the
end of the previous period, decreased by the amount of any payment made during
the period and the result multiplied by the net investment factor for the
period. If the remaining balance at any time is less than the amount of one
payment, such balance will be paid and will be the final payment under the
option.
32-400OC-FL Page 5 ICN 24-OOCI-04
<PAGE>
To the extent that this option is effected on a variable basis (if Federal
Securities Law provides that the Contract Owner may withdraw the remaining
balance), upon such election the then remaining balance will be paid in one sum.
If the balance is at least S5,000, it may be applied under Options A, 8, or C.
if this election is made within 5 years after the start of annuity payments, and
the remaining balance is elected to be paid in one sum, then such election shall
be treated as a surrender (as shown in Section 3.01.)
SECTION 2.04 - ALLOCATION OF
VARIABLE AND FIXED ANNUITIES
The Participant's Individual Account may be applied to provide: a Variable
Annuity; a Fixed Annuity; or a combination of both. Such election may be by the
Contract Owner in writing and received at our Home Office at least 30 days prior
to the Annuity Commencement Date.
In the absence of such election, when a Retirement Annuity is effected, the
value of the Participant's Individual Account will be applied as follows: (a)
the value of the Accumulation Units in the Money Market Separate Account will be
transferred to the General Account, combined with the value of any Accumulation
Units then in the General Account, and the total value applied to provide a
Fixed Annuity; (b) the value of the Accumulation Units in the Stock and the Bond
Separate Accounts will be applied, separately, to provide a Variable Annuity.
Such Variable Annuity is based upon the net investment results of the respective
Separate Account.
VARIABLE ANNUITY - This is an annuity providing for payments which vary in
amount, based on the net investment results of a Separate Account, other than
the Money Market Separate Account, as described in Article III (Valuation
provisions). After the first monthly payment for a Variable Annuity has been
computed in accordance with Section 2.06) a number of Separate Account Annuity
Units is computed by dividing that first monthly payment by the Separate Account
Annuity Unit value at the start date of the annuity payments. Once Variable
Annuity payments have begun, the number of the Annuity Units remains fixed. The
method of computing the Separate Account Annuity unit value is described in
Section 3.06.
The dollar amount of Variable Annuity payments after the first is not fixed and
may change from month to month. The amount of each Variable Annuity payment
after the first is computed by multiplying the number of Separate Account
Annuity Units by the Separate Account Annuity Unit value, (shown in Section
3.06), for the Valuation Period in which the payment is due.
Any variation in the actual mortality experience of payees from the expense and
mortality assumptions used to compute the first monthly payment will not affect
the dollar amount of Variable Annuity payments.
32-400OC-FL Page 6 ICN 24-OOCl-04
<PAGE>
SECTION 2.05 - FREQUENCY OF PAYMENT
SECTION 2.06 - METHOD OF CALCULATING RETIREMENT ANNUITY PAYMENTS
.9
As to Options A, B, and C, if it would produce greater benefits, We agree that
the first monthly payment under a Variable Annuity will be determined on the
same mortality basis used in determining the first payment for immediate
Variable Annuities being issued for this class of Annuitant at the date the
first monthly payment is due under this contract.
Fixed Annuity. This is an annuity providing for payments which remain fixed as
to dollar amount throughout the payment period. Since the General Account
Retirement Annuity has a fixed value, payments made after the first will never
be less than the first monthly payment.
We may, from time to time, increase the amount of General Account Retirement
Annuities during the period of benefits. Such increase would be by action of Our
Board of Directors by crediting interest earned in excess of the guaranteed
rate.
If the guaranteed payments are less than those of Our similar Single Premium
Annuity which could be purchased by the proceeds at a discounted premium rate,
such larger amounts, but without excess interest. will be paid if Annuity Option
A, B, or C is elected. This discounted premium rate is Our base premium rate on
the due date of the first payment, adjusted for immediate first payment, less
such percentage of that adjusted rate as may be provided under Our then
published rules.
Annuity payments under this contract will be monthly. If such payments would
amount to less than $25.00 each, We reserve the right to change the payment
frequency intervals. If the annual rate of payment to any payee is less than
$100, then We may make another settlement equitable to the payee.
Options A, B, and C - Fixed Dollar Monthly Annuity Payments
To compute the amount of fixed monthly annuity payments under these three
options, the value of the Accumulation Units in the Participant's Individual
Account which are to be applied to provide fixed dollar annuity payments will be
applied to the monthly payment rates (shown in Section 2.08) for the appropriate
option; and adjusted age of the Annuitant at the date the first payment is due.
The adjusted age is determined as shown in Section 2.07. The Accumulation Units
so applied will then be cancelled.
Option A, B, and C - Variable Monthly Annuity Payments
To compute the amount of the first monthly annuity payment under these options,
the value of the Accumulation Units in the Participant's Individual Account
which are to be applied to provide Variable Annuity payments will be applied to
the monthly payment rates (shown in Section 2.08) for the appropriate option;
and adjusted age of the Annuitant at the date the first payment is due. The
adjusted age is determined as shown in Section 2.07. The Accumulation Units so
applied will then be cancelled.
32-400OC-FL Page 7 ICN 24-OOCl-05
<PAGE>
OPTIONS D and E
The monthly annuity payments will be computed as shown in the description of
these options (see Section 2.03). Please refer to the monthly payment rates in
the applicable Table. When Variable Annuity payments are elected, as each
monthly payment is made, a number of Accumulation Units in the Annuitant's
Individual Account equal in value to the payment will be cancelled.
TABLES
SECTION 2.07 - APPLICABILITY AND
BASIS OF TABLES
SECTION 2.08 - AMOUNT OF FIRST
MONTHLY PAYMENT
The tables in this Article will be used to determine the Annuity for all
Options. Under options A and B the amount of payment will depend on the
Annuitant's adjusted age at the time the first payment is due. Under Option C
the amount of payment will depend on the adjusted age of each Annuitant at the
time the first payment is due.
The Annuity Tables show for various adjusted ages the amount of the first
monthly annuity payment for each $1,000 of value of the Accumulation Units of
the Owner at the Annuity Date. Amounts shown in the Tables are based on
investment rates of 3 1/2% and 5% per year. Amounts for ages not shown will be
furnished by Us upon request
The adjusted age to be used for the Table is determined as follows:
Calendar Year of Birth 1901-1915 1916 and thereafter
Adjusted Age is Actual Age minus 1
Actual Age, as used above, is the Annuitant's age on the birthday nearest the
date the first payment is due.
Amount of First Monthly Payment for Each $1,000 of Value of Accumulation Units
Applied at the Annuity Commencement Date after Deducting Any Premium Taxes.
Second and subsequent monthly annuity payments, when based on the investment
experience of a Separate Account, are variable and are not guaranteed as to
dollar amount.
The amount of first monthly payment for each $1,000 of Value of Accumulation
Units applied at the Annuity Commencement date after deducting any premium taxes
are listed below. Second and subsequent monthly annuity payments. when based on
the investment experience of a separate account, are variable and are not
guaranteed as to dollars amount.
32-QOOC-FL Page 8 ICAHN 24-00C1-05
<PAGE>
OPTIONS A AND 8
SINGLE LIFE ANNUITIES
NUMBER OF MONTHLY PAYMENTS GUARANTEED
<TABLE>
<CAPTION>
Option One Option Two
Adjusted Age
of Annuitant None 120 180 240
FV V FV V FV V FV V
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 $4.74 $5.64 $4.69 $5.58 $4.62 $5.50 $4.52 $5.38
51 4.84 5.73 4.78 5.66 4.70 5.57 4.58 5.44
52 4-94 5.83 4.87 5.75 4.78 5.64 4.65 5.50
53 5.04 5.93 4.97 5.84 4.87 5.72 4.71 5.56
54 5.16 6.04 5.07 5.94 4.95 5.80 4.78 5.62
55 5.28 6.16 5.18 6.04 5.04 5.88 4.85 5.68
56 5.40 6.29 5.29 6.15 5.13 5.97 4.91 5.74
57 5.54 6.42 5.41 6.26 5.23 6.06 4.98 5.80
58 5.69 6.57 5.53 6.38 5.33 6.15 5.05 5.86
59 5.84 6.72 5.66 6.50 5.43 6.25 5.11 5.92
60 6.01 6.89 5.79 6.63 5.53 6.34 5.18 5.98
61 6.18 7.06 5.94 6.77 5.63 6.44 5.24 6.04
62 6.37 7.25 6.08 6.91 5.74 6.54 5.30 6.09
63 6.57 7.45 6.24 7.06 5.84 6.63 5.36 6.15
64 6.79 7.67 6.40 7.22 5.95 6.73 5.41 6.20
65 7.02 7.90 6.57 7.38 6.05 6.83 5.46 6.24
68 7.27 8.15 6.74 7.54 6.15 6.93 5.51 6.29
67 7.54 8.42 6.91 7.71 6.26 7.02 5.55 6.32
68 7.83 8.71 7.10 7.89 6.35 7.11 5.59 6.36
69 8.14 9.02 7.28 8.06 6.45 7.20 5.62 6.39
70 8.48 9.36 7.47 8.24 6.54 7.28 5.65 6.42
71 8.84 9.72 7.66 8.43 6.62 7.36 5.68 6.44
72 9.23 10.12 7.85 8.61 6.70 7.43 5.70 6.46
73 9.65 10.54 8.04 8.79 6.77 7.50 5.71 6.47
74 10.11 11.00 8.23 8.97 6.83 7.56 5.72 6.48
75 10.61 11.50 8.41 9.14 6.88 7.61 5.72 6.49
</TABLE>
it
The FV columns above assume a net investment rate of 3 1/2% per annum. Amounts
for ages not shown will be provided on request The V columns above assume a net
investment rate of 5% per annum.
32-400OC-FL Page 9 ICN 24-OOCl-06
<PAGE>
OPTION C
JOINT AND LAST SURVIVOR ANNUITY
Adjusted AGE OF PRIMARY ANNUITANT
<TABLE>
<CAPTION>
Adjusted Age Age 45 Age 50 Age 55 Age 60 Age 65 Age 70
of Secondary
Annuitant FV V FV V FV V FV V FV V FV V
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36 $3.68 $4.62 $3.74 $4.67 $3.77 $4.71 $3.80 $4.74 $3.82 $4.76 $3.83 $4.77
41 3.81 4.73 3.89 4.80 3.95 4.86 4.00 4.91 4.04 4.95 4.06 4.98
46 3.93 4.83 4.05 4.94 4.15 5.04 4.24 5.13 4.30 5.19 4.35 5.24
51 4.03 4.93 4.21 5.09 4.37 5.24 4.51 5.37 4.62 5.49 4.70 5.57
56 4.13 5.02 4.35 5.22 4.58 5.44 4.80 5.65 4.99 5.83 5.14 5.99
61 4.20 5.09 4.47 5.34 4.78 5.63 5.09 5-93 5.39 6.22 5.65 6.48
66 4.25 5.15 4.57 5.44 4.94 5.79 5.36 6.19 5.81 6.62 6.23 7.04
71 4.29 5.19 4.64 5.51 5.07 5.92 5.59 6.42 6.19 7.00 6.83 7.63
76 -- -- 4.68 5.57 5.15 6.02 5.75 6.60 6.50 7.32 7.37 8.18
81 4.71 5.60 5.21 6.08 5.87 6.72 6.72 7.56 -7.81 8.63
</TABLE>
PAYMENT FOR A DESIGNATED PERIOD
OPTION D
<TABLE>
<CAPTION>
Years of Amount of Years of Amount of Years of Amount of
Payments Payment Payments Payment Payments Payment
FV V FV V FV V
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $84.65 $85.21 11 $9.09 $9.77 21 $5.56 $6.33
2 43.05 43.64 12 8.46 9.16 22 5.39 6.17
3 29.19 29.80 13 7.94 8.64 23 5.24 6.02
4 22.27 22.89 14 4.49 8.20 24 5.09 5.88
5 18.12 18.74 15 7.10 7.82 25 4.96 5.76
6 15.35 15.99 16 6.76 7.49 26 4.84 5.65
7 13.38 14.02 17 6.47 7.20 27 4.73 5.54
8 11.90 12.56 18 6.20 6.94 28 4.63 5.45
9 10.75 11.42 19 5.97 6.71 29 4.53 5.36
10 9.83 10.51 20 5.75 6.51 30 4.45 5.28
</TABLE>
The FV and V columns above assume a net investment rate of 3 1/2% and 5% per
annum, respectfully.
Amounts for periods not shown will be provided on request.
32-400OC-FL Page 10 ` ICN 24-OOCl-07
<PAGE>
SECTION 2.09 - PREMIUM TAXES
Retirement Annuity payments may be reduced in order to provide for any premium
taxes.
ARTICLE III
CONTRIBUTIONS, ACCOUNT VALUATION AND DEATH BENEFIT CONTRIBUTIONS
SECTION 101 - CONTRIBUTIONS We shall periodically receive such
contributions from the Contract Owner
as are made pursuant to the Plan. The
net contribution shall be equal to
the total contribution less any
applicable premium taxes payable on
the contribution. The net contribution
shall be applied to provide
accumulation units for Participants in
accordance with Section 3.02 below and
instructions of the Contact Owner.
SECTION 102 - APPLICATION OF The net contribution for each
CONTRIBUTIONS; ACCUMULATION Participant shall be applied as of the
UNITS end of the Valuation Period in which
the contribution is received by Us.
The amount applied will provide
accumulation units based on the then
current value of the units, application
being made separately for net
contributions allocated to the General
Account and each Separate Account. The
number of accumulation units applied
to each Account and credited to a
Participant's Individual Account is
computed by dividing the net
contribution for that Account by the
then current dollar value of one
accumulation unit in that Account The
number of accumulation units so
computed will not be affected by any
subsequent change in the dollar value
of an accumulation unit.
SECTION 3.03 - PARTICIPANT'S A Participant's Individual Account
INDIVIDUAL ACCOUNT under this Contract shall, prior to
retirement, consist of a number of
accumulation units equal to the number
provided by the application of the net
contributions described in Section 3.02
in accordance with the Plan. Benefits
will be purchased or provided only in
such amounts and under such conditions
as called for by the Plan. No
Participant shall have any specific
rights to such Individual Account The
amount payable to, or applied to
provide benefits for, a Participant or
beneficiary, shall be limited to the
value of the Participant's Individual
Account.
When a Participant or beneficiary becomes entitled to a benefit in accordance
with the Plan, the Contract Owner will notify Us as to the manner of payment of
any benefit and the disposition to be made of that Participant's Individual
Account. Following the Annuity Commencement Date, no further contributions may
be made for that Individual Account.
32-400OC-FL Page 11 ICN 24-OOCl-08
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
SECTION 3.04 - NOT INVESTMENT
RATE AND NOT INVESTMENT FACTOR
SECTION 3.05 - ACCUMULATION
UNIT VALUE
SECTION 3.06 - ANNUITY UNIT VALUE
SECTION 3.07 - VALUATION OF
Individual Accounts
*6
VALUATION
The not investment rate for the General Account is guaranteed. The not
investment rate applicable, prior to and including the Annuity Commencement Date
is set forth in Item 2 of the Specifications; the rate applicable subsequent to
the Annuity Commencement Date is equivalent to an investment rate of 3 1/2%
compounded annually. In addition, by action of Our Board of Directors, We may
increase the net investment rate at such time and for such period as the
Directors may determine.
The not investment rate for any Valuation Period of a Separate Account is equal
to the gross investment rate of that Account less a deduction for each day of
the Valuation Period of .0003945 (an effective annual rate of 1.44%). Such gross
investment rate is equal to: (1) the investment income and capital gains and
losses (both realized and unrealized) on the assets of the Separate Account less
a deduction for any taxes (or a reserve for such taxes) arising from the same;
Divided by (2) the amount of the assets at the Separate Account at the start of
the period. Such gross investment rate may be either positive or negative.
The net investment factor for an Account is the sum of 1.0 plus the net
investment rate for the Account.
We will determine the value of the General Account Accumulation Units in
accordance with Our established practice. Alternatively, We may, at Our option,
determine the value of the portion of this contract in the General Account by
accumulating the portion of the net contributions allocated to the General
Account at the net investment rate shown in Section 3.04. We guarantee that the
resulting value will not be less, at any time, than the value based on General
Account accumulation unit values calculated as shown in Section 3.04. The value
of the Accumulation Unit for a Separate Account on the last day of any Valuation
Period is computed by multiplying such value on the last day of the preceding
Valuation Period by the Separate Account net investment factor for the current
Valuation Period.
The value of a Separate Account Unit is computed by multiplying the value of the
unit for the preceding Valuation Period by: (a) .99990576 (if assumed net
investment rate is 3 1/2%), or by .99986634 (if an assumed net investment rate
of 5% applies) for each day of the Valuation Period; and (b) the not investment
factor for the tenth preceding Valuation Period.
The value of a Participant's Individual Account. on any date can be determined
by multiplying the total number of accumulation units credited to the Account
for each investment medium. General Account or Separate Account(s), by the
current accumulation unit value for that medium.
32-400OC-FL Page 12 ICN 24-OOCl-08
<PAGE>
DEATH BENEFIT
SECTION 3.08 - DEATH BENEFIT In the event of the death of a
Participant prior to the Annuity
Commencement Date, the beneficiary
designated in accordance with Section
4.04 will receive the value of the
Participant's Individual Account, upon
receipt in Our Home Office of due proof
of death.
The death benefit is payable in one sum unless other provisions of settlement
have been agreed to in writing by us.
ARTICLE IV
GENERAL PROVISIONS
SECTION 4.01 - CHANGE OF
CONTRACT BY US
SECTION 4.02 - CHANGE OF
CONTRACT BY MUTUAL AGREEMENT;
RETROACTIVE CHANGES
SECTION 4.03 - CONVERSION TO
INDIVIDUAL CONTRACT
We may change any of the term of this contract on any contract anniversary date.
To do so, We must give the Owner at least 90 days prior written notice. It is
agreed that: no change will affect in any way the amount or terms of any
Retirement Annuity effected prior to the effective date of such change; and no
change will affect the Annuity tables; contributions; net investment rate; net
investment factor, accumulation unit value; annual administration fee;
termination value; or surrender provisions, as those provisions apply to
accumulation units provided by the payments made on behalf of the participants
who were in the plan prior to the effective date of such charge.
The Owner and We, by agreement in writing, may change any or all of the terms of
this contract. No such change may affect the amount or terms of any Retirement
Annuity attributable to contributions made prior to the effective date of such
change.
Despite any contract terms to the contrary, the Owner and We, by agreement in
writing, may change any of the terms of this contract in order to comply with,
or receive the benefit of, any federal or state statute, rule or regulation.
When applicable, such change may be retroactive to the Effective Date or any
date thereafter.
Consent of any Participant or beneficiary shall not be requisite to any change
in this contract.
Upon termination of participation in Plan, the Participant who is entitled to a
benefit under the terms of the Plan may elect, if the Contract Owner so
requests, to convert to an individual annuity contract. The individual annuity
contract will be of the form then currently issued for this class of individual,
at a duration equivalent to the lesser of the number of full years: (a) the
Participant has been in the Plan; or (b) the Contract has been in force.
32-QOOC-FL Page 13 lCN 24-OOCl-09
<PAGE>
SECTION 4.04 - DESIGNATION OF The Owner has the sole right to
Beneficiary designate the beneficiary to which any
death benefits hereunder WILL be paid.
Such beneficiary designation may be
changed unless deemed irrevocable by
endorsement on the contract. Such a
change will be made only upon proper
written request and will not take
effect until received by Us. The
change will take effect on the date
the request is signed and the interest
of any prior beneficiary will end on
that date, subject to any payment made
by Us prior to receipt of request for
change.
If more than one beneficiary has been named, the intere ' st of any beneficiary
who dies before the Participant will pass to the surviving beneficiary(ies).
Payment will be made equally. unless otherwise stated in that contract. If no
beneficiary survives the Participant the proceeds of this contract will be
payable in one sum to the Owner if then living, otherwise to the estate of the
Owner.
SECTION 4.05 - FACILITY OF PAYMENT
If any payee under the contract is, in Our opinion, physically or mentally
incapable of giving valid receipt for any payment due under this contract, We
will make such payment to the payee's legal guardian or legal representative. In
the absence of legal guardian or legal representative, We may. at our option
make payments of not more than $500 per month, to any person(s) We deem entitled
to such payments for the care and support of the payee. Any payment made by Us
in accordance with this provision will fully discharge our liability to the
extent such payments are made.
SECTION 4.06 - EVIDENCE OF We shall have the right to require of
SURVIVAL any person to whom, or on whose behalf
a payment is to be made under this
Contract, satisfactory evidence that
such person is living on the date on
which such payment is due.
SECTION 4.07 - MISSTATEMENTS If the age, sex, or any relevant
factor relating to any person has been misstated, and Adjustmentsthen the
amounts of payments under a Retirement Annuity will be those provided by
the value of the accumulation units allocated to effect such Retirement
Annuity. This will be on the basis of the correct information, without
changing the date the Retirement Annuity was effected, unless prior
arrangements, satisfactory to Us. have been made.
Any adjustment made under this Section shall be conclusive upon any person
affected hereby. The dollar amount of any underpayment made by Us will be added
to, the next payment due. The dollar amount of any overpayment made by Us will
be deducted from the next payment(s) due until recovered by Us.
,I
32-400OC-FL Page 14 ICN 24-OOC1 -09
<PAGE>
[GRAPHIC OMITTED]
<PAGE>
ADDITIONAL CONTRACT SPECIFICATIONS
Guaranteed Rate of Return
For
General Account Accumulations
The rate of return for any valuation period prior to and including the Annuity
Date is guaranteed to be at least equivalent to the rate of return per annum
compounded annually (as specified below):
Payments received prior to the Annuity Commencement Date WILL be
credited with interest at a rate no less than 4.5%
The rate of return applicable to this contract for any valuation period
subsequent to the Annuity Commencement Date is guaranteed to be at least
equivalent to a rate of return 3 1/2% per annum compounded annually.
The Company may declare. from time to time, a higher rate of return than that
guaranteed above.
*40
32-400OC-FL Page 15 lCN 24-OOCl-10
<PAGE>
Accumulation Table for Flexible Premium Deferred Annuity
Group Maxiflex Contract 32-4000
Fixed Fund
$1,000 per year
Guaranteed Surrender Value *
BASED AN A POLICY ISSUE DATE OF JULY I IF your issue date is different,
THEN YOUR VALUES WILL BE DIFFERENT
End of Accumulated Accumulated
Policy Year Value Increase Value
End of Year
Surrender
Value
1 1,030 1,030 9"
2 1,076 2,106 1,986
3 1,125 3,231 3,055
4 1.175 4,407 4,171
5 1,228 5,635 5,338
6 1,284 6,918 6,696
7 1,341 8260 7,997
8 1,402 9,661 9,357
9 1,465 11,126 10,777
10 1,531 12,657 12,262
11 1,600 14256 13,956
12 1,672 15,928 15,594
13 1,747 17,675 17,306
14 1,825 19,500 19,095
is 1,908 21,408 20,964
16 1,993 23,401 23,386
17 2,083 25,484 25,469
18 2,177 27,661 27,646
19 2,275 29,935 29,920
20 2,377 32,313 32,298
21 2,484 34,797 34,782
22 2,596 37,392 37,377
23 2,713 40,105 40,090
24 2,835 42,940 42,925
25 2,962 45,902 45,887
26 3,096 48,998 48,983
27 3,235 52,233 52218
28 3,380 55,613 55,598
29 3,533 59,146 59,131
30 3,692 62,837 62,822
31 3,858 66,695 66,680
32 4,031 70,726 70,711
33 4,213 74,939 74,924
34 4,402 79,341 79,326
35 4,600 83,942 83,927
36 4,807 88,749 88,734
37 5,024 93,773 93,758
38 5,250 99,022 99,007
39 5,486 104,508 104,493
40 5,733 110241 110,226
Values shown are based on an interest rate of 4.5% for all years.
Accumulated Value Increase includes $1,000 annual premium for all years and
reflects no partial withdrawal.
32-MOOC-FL Page 16
<PAGE>
GREAT AMERICAN RESERVE INSURANCE COMPANY'
For prompt service address all correspondence to our Administrative
Office
11815 N. Pennsylvania Street, Post Office Box 1927
Carmel, Indiana 46032
GROUP FLEXIBLE PREMIUM DEFERRED FIXED/VARIABLE ANNUITY
CERTIFICATE
GREAT AMERICAN RESERVE INSURANCE COMPANY
ADMINISTRATIVE OFFICE: 11815 N. PENNSYLVANIA STREET, P O BOX 1909,
CARMEL, INDIANA 46032-4909
[ ] FOR GROUP APPLICANTS ONLY: APPLICATION IS HEREBY MADE TO THE GARCO GROUP
BENEFITS INSURANCE TRUST.
VARIABLE ANNUITY
APPLICATION
- --------------------------------------------------------------------------------
1. ANNUITANT (OWNER IF NO OTHER SPECIFIED IN SECTION 3)
- --------------------------------------------------------------------------------
Name first mi last DOB [ ] Age [ ]
Street Address Sex [ ] Marital Status [ ]
City State Zip SS# - -
Home Phone # ( ) Work Phone # ( )
- --------------------------------------------------------------------------------
2. EMPLOYMENT GROUP INFORMATION (REQUIRED ONLY FOR GROUP APPLICANTS)
- --------------------------------------------------------------------------------
Specify the nature of the industry in which you are (or were at retirement)
employed:
[ ] A. Education, Government Employees, Service Industry
[ ] B. Wholesale Trade Industry
[ ] C. Retail Trade Industry
[ ] D. Agriculture
[ ] E. Finance, Insurance, Real Estate Industry
[ ] F. Transportation, Communication, Public Utilities
[ ] G. Manufacturing, Contract Construction Industry
- --------------------------------------------------------------------------------
3. CONTRACT/CERTIFICATE OWNER(S) (COMPLETE IF DIFFERENT FROM ANNUITANT IN
SECTION 1 - MUST BE THE SAME FOR 403(B), IRA, IRA/SEP. USE SECTION 8 FOR
ADDITIONAL SPACE. ANY JOINT OWNER MUST BE THE SPOUSE OF THE OTHER OWNER. WE
MUST HAVE THE SOCIAL SECURITY NUMBER AND ALL OTHER INFORMATION FOR EACH
OWNER.)
- --------------------------------------------------------------------------------
Name(s) first mi last DOB [ ] Age [ ]
Street Address Sex [ ] Marital Status [ ]
City State Zip SS# - -
Home Phone # ( ) Work Phone # ( )
- --------------------------------------------------------------------------------
4. BENEFICIARY(UPON DEATH OF A JOINT OWNER, THE SURVIVING JOINT OWNER WILL BE
TREATED AS THE PRIMARY BENEFICIARY.)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Primary [ ] Relationship [ ]
Contingent [ ] Relationship [ ]
- --------------------------------------------------------------------------------
5. TYPE OF PLAN (PLEASE CHECK APPROPRIATE BOXES)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] Nonqualified [ ] Qualified [ ] 403 (B) [ ] IRA/SEP [ ] ORP [ ] 457 [ ] SIMPLE IRA (Attach Form [ ] ROTH IRA
5304)
- --------------------------------------------------------------------------------
6. PRODUCT SELECTION
- --------------------------------------------------------------------------------
[ ] Monument [ ] Achievement [ ] Educator [ ] Maxiflex [ ] Group [ ] Conseco Advantage
Maxiflex
</TABLE>
- --------------------------------------------------------------------------------
7. PORTFOLIO SELECTION
- --------------------------------------------------------------------------------
Portfolio selections are made on the attached "Variable Annuity Application
Supplement For Portfolio Selection" dated:
- --------------------------------------------------------------------------------
8. SPECIAL REQUESTS (INCLUDE ADDITIONAL INFORMATION FOR ANY ANSWERS TO
APPLICATION QUESTIONS.)
- --------------------------------------------------------------------------------
22-8075 Rev. 0598
<PAGE>
- --------------------------------------------------------------------------------
9. TELEPHONE TRANSFER
- --------------------------------------------------------------------------------
I hereby authorize and direct Great American Reserve Insurance Company (GARCO)
to act on telephone instructions, when proper identification is furnished, to
exchange units form any fixed, Market Value Adjustment (MVA) or sub-account to
any other fixed, MVA or other sub-account and/or to change the allocation of
future deposits. The undersigned agrees that GARCO is not liable for any loss
arising from any exchange or change in allocation of future deposits by acting
in accordance with these telephone instructions. GARCO will employ reasonable
procedures to confirm that telephone instructions are genuine. If it does not,
it may be liable for any losses due to unauthorized or fraudulent transfers.
Please refer to the Prospectus for restrictions regarding the MVA accounts.
Initials of contract owner: [ ]
- --------------------------------------------------------------------------------
10. INVESTMENT AMOUNT, REPLACEMENT INFORMATION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
a. Initial investment: [$ ] b. Periodic investment: [ ] beginning: [ ]
c. Will the proposed contract replace any existing annuity or insurance contract? [ ] Yes [ ] No
If Yes, list company name, plan and year of issue [ ]
d. Is this a transfer or rollover? [ ] No [ ] Yes - Check one: [ ] 90-24 [ ] 102-318
(ADDITIONAL FORMS REQUIRED)
</TABLE>
- --------------------------------------------------------------------------------
11. BILLING INFORMATION (NOT APPLICABLE TO IRA OR IRA/SEP CONTRACTS.)
- --------------------------------------------------------------------------------
a. Bill to the: [ ] Annuitant [ ] Owner [ ] See Section 8 or Section 11b.
b. Billing Address:
c. Billing Frequency: [ ] Annual [ ] Quarterly [ ] Monthly [ ] Semi-Monthly
d. Non-Paying Months (X): [J] [F] [M] [A] [M] [J] [J] [A] [S] [O] [N] [D]
================================================================================
All statements made in this application (including the reverse side) are true to
the best of our knowledge and belief, and we agree to all terms and conditions
as shown on the front and back. We further agree that this application shall be
a part of the annuity contract, and verify our understanding that ALL PAYMENTS
AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF THE
VARIABLE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT. We
acknowledge receipt of current prospectuses. The variable annuity applied for is
not unsuitable for my investment objective, financial situation and needs. Under
penalty of perjury, the contract owner(s) certifies that the Social Security (or
Taxpayer Identification) number is correct as it appears in this application.
Signed at ___________________________ this ______________ day of __________ , 19
X
Signature of Owner/Applicant (if other than Annuitant)
Signature of Annuitant
Amounts payable under the contract may be subject to a market value
adjustment if withdrawals or transfers are made prior to a date specified in
the contract.
Signature of Joint Owner/Applicant (if other than Annuitant)
- --------------------------------------------------------------------------------
AGENT'S REPORT
- --------------------------------------------------------------------------------
Will the proposed contract replace any existing annuity or insurance contract?
[ ] No [ ] Yes - replacement
requirements must be completed. Agent's initials certifying any replacement
requirements has been met:
- --------------------------------------------------------------------------------
REGISTERED REPRESENTATIVE CERTIFICATION
- --------------------------------------------------------------------------------
I certify that I have asked all the questions in the application and correctly
recorded the proposed Annuitant's answers. To the best of my knowledge I have
presented to the Company all the pertinent facts, and I know nothing unfavorable
about the proposed Annuitant that is not stated in the application.
I further certify that I am properly licensed to sell variable annuities in the
state in which the proposed Annuitant resides and that no sales material other
than that furnished by the Home Office was used.
Signed at ___________________________ this ______________ day of __________ , 19
[ ] Agent's Number [ ] Trail [ ] Registered Representative
22-8075 Rev. 0598
<PAGE>
