TEMPLETON FUNDS RETIREMENT ANNUITY SEPARATE ACCOUNT
497, 1996-11-20
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                                   PROSPECTUS
                                November 20, 1996
                         TEMPLETON RETIREMENT ANNUITIES
                  ISSUED BY TEMPLETON FUNDS RETIREMENT ANNUITY
                                SEPARATE ACCOUNT
                                       OF
                         TEMPLETON FUNDS ANNUITY COMPANY
                               700 Central Avenue
                       St. Petersburg, Florida 33701-3628
                            Telephone (800) 774-5001


A TEMPLETON RETIREMENT ANNUITY ("Annuity") is an immediate variable annuity. The
Annuities  are  available  only to an  investor  who has  maintained  a Franklin
Templeton  Tax  Deferred  Retirement  Plan  ("Plan")  with  one of the  Franklin
Templeton  Mutual  Funds for a period of at least one year and wishes to use all
or a portion of his or her Plan to purchase an Annuity.  The Annuities  will not
be available to any investor who resides in a state where the  Annuities may not
lawfully be sold. The minimum amount required to purchase an Annuity is $10,000.
The Annuities are sold without a sales charge.  Once Annuity Payments  commence,
the purchase price may not be refunded or redeemed.

The  Annuities  are  issued  pursuant  to either  (i) a Group  Contract  between
Templeton  Funds Annuity  Company (the  "Company") and Franklin  Templeton Trust
Company  (the  "Contractholder")  and  represent  participations  in  the  Group
Contract or (ii) an  Individual  Contract  between the Company and an individual
Contractowner ("Individual Contractowner").  Both Individual Contracts and Group
Contracts are referred to in this Prospectus by the term  "Contract." All assets
under the Contracts are invested,  through  Templeton Funds  Retirement  Annuity
Separate  Account (the  "Separate  Account"),  in shares of  Templeton  Variable
Annuity Fund (the "Fund") and the value of the Annuities, and the amount of each
Annuity Payment, will vary with the performance of the Fund.

TEMPLETON  VARIABLE  ANNUITY  FUND has for its  investment  objective  long term
capital  growth  through a  flexible  policy  of  investing  in stocks  and debt
obligations of companies and governments of any nation.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE  SECURITIESAND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This  Prospectus sets forth  concisely  information  about the Annuities and the
Separate Account that a prospective investor should know before investing.


A Statement of Additional Information (the "SAI") dated November 20, 1996, is on
file with the  Securities  and  Exchange  Commission  and is,  in its  entirety,
incorporated by reference into and made a part of this Prospectus.  (See page 13
for the  Statement of Additional  lnformation  Table of Contents.) A copy of the
SAI is made  available  upon  request and  without  charge by calling or writing
Templeton Funds Annuity Company at the address indicated above.


THIS  PROSPECTUS  SHOULD BE  ACCOMPANIED  BY A CURRENT  PROSPECTUS  OF TEMPLETON
VARIABLE ANNUITY FUND. BOTH  PROSPECTUSES  SHOULD BE READ CAREFULLY AND RETAINED
FOR FUTURE REFERENCE.

                                    [Page 1]
<PAGE>

                                TABLE OF CONTENTS


                                                                            PAGE
Glossary of Special Terms 

Expense Table

Summary 

Templeton Funds Annuity Company

The Separate Account

Templeton  Variable Annuity Fund 

Purchase of Annuities 

The Annuities 

   Payment Options  

   Beneficiaries

   Annuity Payments 

   Annuity Units 

   Value of the Separate Account

   Delays in Valuation and Payment  

Deductions and Charges 

Tax Information

   Internal Revenue Code Limitations

   Federal Income Tax Status

       (a) Federal Tax Status of the Company and the  Separate  Account 
       
       (b) Federal Tax Status of Annuitants 

       (c)  Withholding  

Voting Rights  

Substitution of Securities and Other Changes  


Performance Information  

Illustration of Values 

Statement of Additional Information Table of Contents 

Appendix  A--Compliance  with Internal Revenue Code Rules 

Appendix B--Dollar Value of First Monthly Payment


                                    [Page 2]
<PAGE>
                            GLOSSARY OF SPECIAL TERMS

ANNUITANT                A person on whose life the Annuity Payments are based.

ANNUITY                  A Templeton  Retirement  Annuity issued pursuant to the
                         Contracts.

ANNUITY                  BENEFITS  Those  benefit  payments,  including  Annuity
                         Payments, made to an Annuitant, a Joint Annuitant,  one
                         or more  Beneficiaries  and/or any of their  respective
                         estates under the terms of the Contracts.

ANNUITY                  PAYMENTS The monthly  payments made in accordance  with
                         the Annuity Option elected by the Participant under the
                         Group Contract or the Individual Contractowner under an
                         Individual   Contract.   Annuity   Payments   will   be
                         determined by applying the initial  contribution,  less
                         any applicable taxes, to the tables shown in Appendix B
                         hereto.

ANNUITY                  PURCHASE DATE The date the contribution is made and the
                         order to purchase the Annuity is effected.

ANNUITY                  UNIT An  accounting  unit of measure  used to calculate
                         the  dollar  amount of  Annuity  Payments  and  Annuity
                         Benefits.  The  value  of an  Annuity  Unit  fluctuates
                         generally with the value of the Fund.

APPLICANT                A Plan  accountholder  who  submits an  application  or
                         enrollment   form  requesting  that  his  or  her  Plan
                         purchase an Annuity.

BENEFICIARY              A person or  persons  designated  by a  Participant  to
                         receive  benefits  under an  Annuity,  if any,  payable
                         after  the last  death of an  Annuitant  and any  Joint
                         Annuitant.

BUSINESS                 DAY Any day on which  the New York  Stock  Exchange  is
                         open for business.

COMPANY                  Templeton Funds Annuity  Company,  a Florida  insurance
                         company which maintains the Separate Account and issues
                         the Annuities.

GROUP CONTRACTHOLDER     Franklin  Templeton  Trust  Company,  a trust company
                         chartered under  California law, and its successors and
                         assigns.

FRANKLIN TEMPLETON       The Franklin Templeton Mutual Funds include each
MUTUAL FUNDS             existing and future U.S. registered open-end investment
                         company for which Franklin Advisors, Inc. or Templeton
                         Global Advisors Limited or an affiliate acts as
                         investment adviser or manager and for which Franklin
                         Templeton Distributors, Inc. acts as principal
                         underwriter, unless otherwise specified by the Company.
                         (See "The Annuities.")

FUND                     Templeton   Variable   Annuity  Fund,   the  registered
                         open-end  management  investment  company  in which the
                         Contracts' assets are invested by the Separate Account.

GROUP CONTRACT           The Group  Retirement  Annuity Contract number
                         GA-002 between the Company and the Contractholder.

INDIVIDUAL CONTRACT      An individual  Retirement  Annuity  Contract
                         between the Company and an Individual Contractowner.


                                    [Page 3]
<PAGE>

INDIVIDUAL               An individual or individuals entitled to the ownership
CONTRACTOWNER            rights stated in the Individual Contract and in whose
                         name the Contract is issued.

JOINT ANNUITANT          A person other than the Annuitant  designated
                         by the  Participant  as a person on whose life  Annuity
                         Payments may also be based.

PARTICIPANT              An  Applicant  whose  application  or  enrollment  form
                         requesting that his or her Plan purchase an Annuity has
                         been approved.  A Participant will generally also be an
                         Annuitant.

PAYMENT DATE             A day on which  the value of  Annuity  Units for a
                         given Annuity Payment is calculated.

PERIODIC CHARGE          An amount deducted periodically from the Separate
                         Account to compensate the Company for assuming
                         mortality and expense risks. (See "Deductions and
                         Charges.")

PLAN                     Any one of the group of Franklin Templeton Tax
                         Deferred Retirement Plans offered in connection with
                         the Franklin Templeton Mutual Funds, and for which the
                         Contractholder acts as trustee or custodian, to provide
                         for the accumulation of retirement funds for
                         individuals or groups of individuals under which at
                         least a part of the accumulation is tax deferred under
                         the Internal Revenue Code and under which an Annuity
                         may be purchased. These Plans currently include the
                         Franklin Templeton Individual Retirement Account
                         ("IRA"), the Franklin Templeton Simplified Employee
                         Pension ("SEP-IRA"), Franklin Templeton  "403(b)"
                         retirement plans for employees of tax exempt
                         organizations, Franklin Templeton "401(k)" plans and
                         qualified plans for corporations, self employed
                         individuals and partnerships, and are held for the
                         individuals or groups by Franklin Templeton Trust
                         Company as trustee or custodian.

SEPARATE ACCOUNT         Templeton Funds Retirement Annuity Separate Account, a
                         separate account of the Company registered with the
                         Securities and Exchange Commission as a unit investment
                         trust. The Separate Account invests all its assets in
                         the Fund. The assets of the Separate Account are not
                         commingled with the general assets of the Company, and
                         the investment performance of the Separate Account is
                         kept separate from that of the general assets of the
                         Company.

                                    [Page 4]
<PAGE>

                                  EXPENSE TABLE


Separate Account Annual Expenses
(As a percentage of average account value)
Mortality and Expense Risk Fee                                     0.80%
Administration Fee                                                 0.30%
Total Separate Account Annual Expenses                             1.10%
Templeton Variable Annuity Fund Annual
Expenses
(As a percentage of Fund average net assets)*
Management Fees                                                    0.50%
Other Expenses                                                     0.50%
Administrative Fees                                     0.15%
Other (after fee reduction)                             0.35%
Total Fund Annual Expenses                                         1.00%
- --------------------

Templeton   Investment  Counsel,   Inc.,  the  Fund's  investment  manager,  has
voluntarily  agreed  to  reduce  its  investment  management  fee to the  extent
necessary  to  limit  total  expenses  (excluding  interest,   taxes,  brokerage
commissions,  and extraordinary  expenses) to 1% of the Fund's average daily net
assets until May 1, 1997. If such fee reduction is  insufficient to so limit the
Fund's total  expenses,  the Fund's  business  manager,  Templeton Funds Annuity
Company, has agreed to reduce its fee and, to the extent necessary, assume other
Fund  expenses,  so as to  limit  the  Fund's  expenses.  Expenses  borne by the
investment manager amounted to $.01 per share for the fiscal year ended December
31, 1995. If these expenses had been incurred by the Fund, the ratio of expenses
to average net assets would have been 1.06%.


                                     SUMMARY

A Templeton  Retirement  Annuity is an immediate variable annuity designed to be
used to distribute the benefits of tax deferred  retirement plans. The Annuities
are  available  only to persons who have  maintained an account in a Plan for at
least one year. The minimum Annuity  purchase is $10,000.  Once Annuity Payments
commence, the purchase price may not be refunded or redeemed.

The  Participant may select an assumed annual interest rate of 3% or 7% and from
a variety of payment  options based on his life (or his life and that of a Joint
Annuitant)  or for a period  certain (see "Payment  Options").  The value of the
first  Annuity  Payment  depends  on the amount  invested,  the  assumed  annual
interest  rate  specified  and  the  Annuity  Payment  option  selected  by  the
Participant.  The amount of each Annuity Payment thereafter will fluctuate based
on the performance of the underlying mutual fund in which the Annuity assets are
invested (see "Templeton  Variable Annuity Fund").  The investment  objective of
the Fund is long term capital growth  through a flexible  policy of investing in
stocks and debt obligations of companies and governments of any nation.

The   Annuities  are  available   under  the  Group   Contract   issued  to  the
Contractholder by the Company.  In those states where the Group Contract may not
be offered, an Individual  Contract,  with substantially  similar terms, will be
issued to the Applicant.  All obligations under the Contracts are obligations of
the Company.  All assets under the Contracts are held in a segregated account of
the Company and are not  chargeable  with other  liabilities of the Company (see
"The Separate Account").

The  Annuities  are sold without a sales charge.  Any  applicable  state premium
taxes are deducted,  as required,  from the initial contribution or from Annuity
Payments or Annuity  Benefits.  The Company assesses a total charge on an annual
basis of 1.1% of assets of the  Separate  Account as  compensation  for Separate
Account  expenses  and for assuming  expense and  mortality  risks.  The Company
guarantees  that these  charges will not increase for Annuities  already  issued
(see "Deductions and Charges").  Expenses of Templeton Variable Annuity Fund are
described in its prospectus.

                         TEMPLETON FUNDS ANNUITY COMPANY

Templeton  Funds  Annuity  Company  (the  "Company"),  700 Central  Avenue,  St.
Petersburg,  Florida  33701-3628,  is the sponsor of the Separate  Account.  The
Company  was  organized  as a Florida  corporation  on January  25,  1984 and is
licensed to engage in the life insurance business in Florida.  The Company is an
indirect  wholly-owned  subsidiary of Franklin  Resources,  Inc. (See "Templeton
Funds Annuity Company" in the SAI for additional information.)



                                    [Page 5]
<PAGE>


                              THE SEPARATE ACCOUNT

The Separate  Account was  established on February 4, 1987, by resolution of the
Board of  Directors of the Company and is  registered  with the  Securities  and
Exchange  Commission  (the  "Commission")  as  a  unit  investment  trust.  This
registration  does  not  involve  any  supervision  by  the  Commission  of  the
administration or investment practices or policies of the Separate Account or of
the Fund. The Separate Account invests its assets,  net of certain expenses (see
"Deductions and Charges"),  exclusively in Templeton  Variable Annuity Fund (the
"Fund").  Although  empowered  to  establish  subaccounts  which may make  other
investments, the Separate Account has no present intention of so doing.

The Separate  Account is  administered  and accounted for as part of the general
business of the Company,  but the income and capital gains or losses from assets
allocated to the Separate Account,  whether or not realized,  are, in accordance
with the resolution  establishing the Separate  Account,  credited to or charged
against  those assets  without  regard to other  income,  gains or losses of the
Company.  The assets of the Separate Account are not chargeable with liabilities
arising out of any other business of the Company.  The obligations arising under
the Contracts are obligations of the Company.

                         TEMPLETON VARIABLE ANNUITY FUND

The Fund is registered  under the Investment  Company Act of 1940 as an open-end
diversified   management  investment  company.  The  Fund  was  organized  as  a
Massachusetts  business  trust  on  February  5,  1987.  The  Fund's  investment
objective  is long term capital  growth.  It pursues  this  objective  through a
flexible  policy of  investing  primarily  in  stocks  and debt  obligations  of
companies and  governments  of any nation,  including  issuers inside as well as
outside the United States. The Fund's Investment Manager is Templeton Investment
Counsel,  Inc.,  an  affiliate  of the Company.  A  prospectus  containing  more
complete information  concerning the Fund accompanies this Prospectus and should
be read carefully before purchasing an Annuity.

The following are graphs showing how the Annuity Payments can fluctuate based on
past  investment  performance  through  December 31,  1995.  The graphs show the
effect that the Fund's investment  performance would have had if a Contract with
an assumed  annual  interest  rate of 3% or 7%,  providing  an  initial  monthly
Annuity  Payment  of  $500,  was  purchased  on  the  date  the  Fund  commenced
operations.  Annuity  Payments  increase for a given month if the annualized net
rate of return for that month is higher than the assumed  annual rate of return,
and  decreases for a given month if the  annualized  net rate of return is lower
than the assumed annual rate of return.  The annuity  purchase amount  necessary
for an initial  monthly  Annuity  Payment of $500 will vary depending on the age
and sex of the Annuitant (and Joint Annuitant,  if any), the Payment Option, and
the Annuity Purchase Date.
<PAGE>

     The graphs take into account all charges  under the Contract and the actual
expenses of the Fund. Past performance is not indicative of future  performance.
No  representation  can be made that the performance  shown in the graphs can be
achieved for any period of time in the future.

                                 MONTHLY INCOME
                            3% ASSUMED INTEREST RATE

[The  following  table  replaces  a graph  showing  the Fund's  past  investment
performance with an assumed annual interest rate of 3%.]

Date

Feb 88                     500.00

Mar 88                     510.14

Apr 88                     492.34

May 88                     489.03

Jun 88                     503.94

Jul 88                     498.01

Aug 88                     482.77

Sep 88                     485.58

Oct 88                     504.50

Nov 88                     489.81

Dec 88                     494.82

Jan 89                     519.30

Feb 89                     545.66

Mar 89                     545.13

Apr 89                     556.06

May 89                     569.81

Jun 89                     563.22

Jul 89                     583.89

Aug 89                     611.66

Sep 89                     624.13

Oct 89                     610.81
                                    [Page 6]
<PAGE>



Nov 89                     618.08

Dec 89                     630.79

Jan 90                     619.90

Feb 90                     600.04

Mar 90                     597.56

Apr 90                     614.11

May 90                     626.22

Jun 90                     640.35

Jul 90                     666.43

Aug 90                     595.49

Sep 90                     564.24

Oct 90                     531.17

Nov 90                     524.69

Dec 90                     543.30

Jan 91                     544.61

Feb 91                     609.29

Mar 91                     613.34

Apr 91                     629.79

May 91                     610.10

Jun 91                     603.06

Jul 91                     616.20

Aug 91                     596.17

Sep 91                     636.49

Oct 91                     639.61

Nov 91                     646.02

Dec 91                     641.96

Jan 92                     694.79

Feb 92                     700.95

Mar 92                     702.86

Apr 92                     705.10

May 92                     725.27

Jun 92                     703.38

Jul 92                     717.74

Aug 92                     705.22

Sep 92                     701.98

Oct 92                     688.90

Nov 92                     696.88


                                    [Page 7]
<PAGE>



Dec 92                     717.27

Jan 93                     745.30

Feb 93                     740.83

Mar 93                     758.61

Apr 93                     787.86

May 93                     775.91

Jun 93                     794.08

Jul 93                     791.26

Aug 93                     838.96

Sep 93                     854.45

Oct 93                     895.44

Nov 93                     897.22

Dec 93                     921.98

Jan 94                     962.42

Feb 94                     979.92

Mar 94                     946.46

Apr 94                     910.06

May 94                     922.14

Jun 94                     921.97

Jul 94                     940.17

Aug 94                     961.21

Sep 94                     959.77

Oct 94                     943.89

Nov 94                     922.71

Dec 94                     880.53

Jan 95                     872.92

Feb 95                     886.33

Mar 95                     881.05

Apr 95                     922.58

May 95                     955.76

Jun 95                     978.43

Jul 95                   1,030.58

Aug 95                   1,019.24

Sept 95                  1,047.34

Oct 95                   1,036.11

Nov 95                   1,008.58

Dec 95                   1,030.99



                                    [Page 8]
<PAGE>

                                 MONTHLY INCOME
                            7% ASSUMED INTEREST RATE

[The  following  table  replaces  a graph  showing  the Fund's  past  investment
performance with an assumed annual interest rate of 7%].

Date

Mar 88                     500.00

Apr 88                     508.50

May 88                     489.17

Jun 88                     484.37

Jul 88                     497.59

Aug 88                     490.15

Sep 88                     473.62

Oct 88                     474.80

Nov 88                     491.81

Dec 88                     476.00

Jan 89                     479.28

Feb 89                     501.41

Mar 89                     525.39

Apr 89                     523.19

May 89                     531.97

Jun 89                     543.42

Jul 89                     535.29

Aug 89                     553.27

Sep 89                     577.72

Oct 89                     587.60

Nov 89                     573.27

Dec 89                     578.34

Jan 90                     588.46

Feb 90                     576.26

Mar 90                     556.23

Apr 90                     552.04

May 90                     565.62

Jun 90                     574.98

Jul 90                     586.00

Aug 90                     607.96

Sep 90                     541.39

Oct 90                     511.48

Nov 90                     479.95

Dec 90                     472.67

Jan 91                     487.86

Feb 91                     487.41


                                    [Page 9]
<PAGE>



Mar 91                     543.77

Apr 91                     545.74

May 91                     558.46

Jun 91                     539.31

Jul 91                     531.37

Aug 91                     541.20

Sep 91                     521.87

Oct 91                     555.48

Nov 91                     556.42

Dec 91                     560.35

Jan 92                     554.99

Feb 92                     598.54

Mar 92                     602.27

Apr 92                     601.85

May 92                     601.95

Jun 92                     617.31

Jul 92                     596.62

Aug 92                     606.72

Sep 92                     594.34

Oct 92                     589.77

Nov 92                     576.86

Dec 92                     581.84

Jan 93                     596.94

Feb 93                     618.20

Mar 93                     612.90

Apr 93                     625.39

May 93                     647.35

Jun 93                     635.68

Jul 93                     648.47

Aug 93                     644.02

Sep 93                     680.72

Oct 93                     691.13

Nov 93                     721.95

Dec 93                     721.20

Jan 94                     738.73

Feb 94                     768.57

Mar 94                     780.34


                                    [Page 10]
<PAGE>



Apr 94                     751.19

May 94                     719.98

Jun 94                     727.34

Jul 94                     724.86

Aug 94                     736.80

Sep 94                     750.86

Oct 94                     747.25

Nov 94                     732.67

Dec 94                     714.07

Jan 95                     679.31

Feb 95                     671.13

Mar 95                     679.53

Apr 95                     673.10

May 95                     702.78

Jun 95                     725.78

Jul 95                     740.45

Aug 95                     777.57

Sep 95                     766.54

Oct 95                     785.14

Nov 95                     774.30

Dec 95                     751.46

                              PURCHASE OF ANNUITIES

Applications  and enrollment forms for requesting the purchase of an Annuity are
available  from  Templeton  Funds  Annuity  Company,  700  Central  Avenue,  St.
Petersburg,  Florida  33701-3628.  Annuities are available on a continuing basis
only to eligible persons and are sold with no sales charge.  Persons eligible to
request the purchase of an Annuity are those who have maintained an account in a
Plan  for  at  least  one  year  prior  to  the  Annuity   Purchase   Date.  The
Contractholder  will  determine  whether each  Applicant  meets the  eligibility
requirements.  For  each  eligible  Applicant  requesting  to  have  an  Annuity
purchased by his Plan, the Contractholder acting in its capacity as custodian or
trustee  under the  particular  Plan will  effect the  purchase of an Annuity in
accordance with the Applicant's instructions. Annuity purchases will be effected
only for  Applicants  who reside in states where the  Annuities  may lawfully be
sold.

To arrange for the purchase of an Annuity, each Applicant must return a properly
completed  application or enrollment form to the Company together with any other
forms which the Company may require.  The form contains an authorization for the
Contractholder,  as trustee or custodian  under the  Applicant's  Plan, to use a
specified  amount of Plan assets to purchase an Annuity.  The minimum amount for
purchase of an Annuity is $10,000.  After the  Contractholder  has reviewed each
application or enrollment form to determine eligibility, the Company will notify
each Applicant  whether his or her request to have an Annuity purchased has been
approved.  Each approved  Applicant covered by the Group Contract will be sent a
certificate  confirming the terms,  the Annuity Payment option and amount of the
Annuity  selected as well as the identity of the Annuitant,  any Joint Annuitant
and  Beneficiaries.  The certificate will also describe  applicable terms of the
Group  Contract.  Other  approved  Applicants  will receive their own Individual
Contract.

Each order to purchase an Annuity  will be  effected  on the 10th  Business  Day
prior to the  first  day of the  month or on such  earlier  Business  Day as the
Company,  in its sole discretion,  may determine.  On each such day, the payment
for each approved application or enrollment request will be transferred from the
applicable Plan and invested in accordance with the Contract at the Annuity Unit
value  determined on that day (see "Annuity  Units").  (Prior to such  transfer,
amounts to be  transferred  from Plans will  continue to be invested  under such
Plans.)  Completed  application  or  enrollment  forms must be  received  by the
Company at least 10 days prior to a Business  Day on which the  Company  effects

                                    [Page 11]
<PAGE>

orders to  purchase  Annuities  in order for the order to be  processed  on that
latter date.  Applicants whose  application or enrollment forms are not complete
or are not timely  received will be notified that the order will be processed on
the next day on which orders are  effected,  provided any  additional  necessary
information is timely provided. An Applicant may withdraw his or her request for
application or enrollment at any time before the Annuity Purchase Date.

                                  THE ANNUITIES

The Annuities are offered only to persons who have  maintained an account for at
least one year in a Franklin  Templeton  Tax Deferred  Retirement  Plan ("Plan")
with any one or more of the Franklin  Templeton  Mutual Funds. The Annuities are
designed to permit such persons, on or after the retirement date permitted under
the  applicable  Plan,  to  instruct  the  Contractholder,  in its  capacity  as
custodian  or trustee  under the Plan,  to have the Plan  purchase an  immediate
variable  annuity having a payout option selected by the Applicant (see "Payment
Options").  Once  Annuity  Payments  commence,  the  purchase  price  may not be
refunded or redeemed, and no exchanges may be made to another Franklin Templeton
Mutual Fund.  Benefits  payable under the Annuities will vary in amount based on
the  performance of the Fund. The Company  guarantees  that the dollar amount of
Annuity  Payments  for  Annuities  already  issued  will not be  affected by the
changes  in the  expense  assumptions  used in  determining  the  first  Annuity
Payment.  However, because the Fund in which assets used to purchase the Annuity
are  invested  fluctuates  in value daily,  there can be no  guarantee  that the
remaining value of an Annuity (net of deductions and charges), together with any
Annuity  Payments  already made, will at any given time exceed or even equal the
amount of assets used to purchase the Annuity.

PAYMENT OPTIONS

Annuity Payments will be made monthly. The value of the first Annuity Payment is
determined as indicated in Appendix B, based on the amount of  contribution  and
the payment option specified in the application or enrollment form, which may be
one of the following:

Option I--Life  Annuity--An  Annuity  payable monthly during the lifetime of the
Annuitant.  The Annuity will stop with the last Annuity Payment due prior to the
death of the Annuitant. Only one Annuity Payment would be made under this Option
if the Annuitant dies before the second Annuity Payment is due; only two Annuity
Payments would be made if the Annuitant dies before the third Annuity Payment is
due, etc.

Option II--Life Annuity with 60 or 120 Monthly Payments  Guaranteed--An  Annuity
payable monthly during the lifetime of an Annuitant with a guarantee that if, at
the death of the Annuitant,  Annuity Payments have been made for less than 60 or
120 months, as elected, then Annuity Payments will be continued thereafter, to a
Beneficiary designated by the Participant during the remainder of said period.

Option III--Joint and Last Survivor  Annuity--An  Annuity payable monthly during
the joint lifetime of the Annuitant and a designated Joint  Annuitant.  Upon the
death of the  Annuitant,  Annuity  Payments will be made to the Joint  Annuitant
during the Joint Annuitant's  remaining  lifetime at a level of 100%, 75% or 50%
of the  original  level,  as  elected by the  Participant.  This  percentage  is
selected by the  Participant in his application or enrollment  form.  Under this
Option,  only one Annuity  Payment  would be made if both the  Annuitant and the
Joint  Annuitant die before the second Annuity  Payment is due; only two Annuity
Payments would be made if they both die before the third Annuity Payment is due,
etc.

Option  IV--Joint  and Last  Survivor  Annuity  with 60 or 120 Monthly  Payments
Guaranteed--An Annuity payable monthly during the joint lifetime of an Annuitant
and a Joint  Annuitant  with no  reduction  in  amount  after  the  death of the
Annuitant  and with a  guarantee  that if, at the  latter  death of  either  the
Annuitant or the Joint Annuitant,  Annuity Payments have been made for less than
60 or 120 months as elected,  then Annuity Payments will be continued thereafter
to a  Beneficiary  designated  by the  Participant  during the remainder of said
period.

Option  V--Unit  Refund Life  Annuity--An  Annuity  payable  monthly  during the
lifetime of an Annuitant, ceasing with the last Annuity Payment due prior to the
death of the Annuitant with a guarantee that, at the death of the Annuitant, the
Beneficiary  will  receive  in one sum the then  dollar  value of the  number of
Annuity Units equal to (1) the total net amount  applied to purchase the Annuity
divided by the Annuity Unit value used to determine the first  Annuity  Payment,
minus (2) the product of the number of the  Annuity  Units  represented  by each
payment  and  the  number  of  payments  made.  No  payment  will be made if the
difference of (1) minus (2) is negative.

Other payment options may be arranged subject to prior approval by the Company.

See "Tax Information--Internal  Revenue Code Limitations," regarding limitations
and other  requirements  which  should be  considered  when  selecting a payment
option.  For Internal Revenue Code requirements  which may modify payments under
the Annuity options in certain cases, see Appendix A.

                                    [Page 12]
<PAGE>

BENEFICIARIES

An Applicant  for an Annuity may  designate a Beneficiary  or  Beneficiaries  to
receive any  remaining  payments or sums which may become  payable upon the last
death of the Annuitant and the Joint Annuitant.  An Applicant may also designate
one or more contingent  Beneficiaries  to receive Annuity  Benefits in the event
all Beneficiaries die before all Annuity Benefits payable to such  Beneficiaries
have been paid.  These  designations may be changed by the Participant from time
to time.

If more than one  Beneficiary  or contingent  Beneficiary  is designated and the
respective interest of each is not specified, they will be paid in equal shares.
If any of  several  Beneficiaries  dies  before  the  Annuitant  and  any  Joint
Annuitant,  any amounts  payable upon the death of the  Annuitant  and any Joint
Annuitant  will be paid to the  surviving  Beneficiaries,  in equal shares or as
otherwise   designated  by  the  Participant.   If  any  of  several  contingent
Beneficiaries  dies before all the  Beneficiaries,  any amounts payable upon the
death  of  all   Beneficiaries   will  be  paid  to  the  surviving   contingent
Beneficiaries,  in equal shares or as otherwise  designated by the  Participant.
After the start of Annuity  Payments to one or more of several  Beneficiaries or
contingent  Beneficiaries,  if any of the designated Beneficiaries or contingent
Beneficiaries  dies,  Annuity  Payments will be continued in equal shares to the
remaining  Beneficiaries  or contingent  Beneficiaries  then eligible to receive
such payments unless otherwise specified by the Participant.  After the start of
Annuity Payments to a Beneficiary or contingent  Beneficiary and after the death
of all designated Beneficiaries or contingent Beneficiaries,  the commuted value
of any remaining  guaranteed  Annuity Payments due or to become due will be paid
in one sum to the estate of the person or persons then  receiving such payments.
Such commuted value will be determined on the basis of the assumed interest rate
selected by the Applicant, compounded annually. (See "Annuity Payments.")

Any designation or change of Beneficiary or contingent Beneficiary shall be made
to the  Company's  home  office  by filing  satisfactory  written  notice.  When
acknowledged  in writing by the Company,  such  designation  or change will take
effect on the date the notice was signed. The Company will not be liable for any
payment made or action taken by it before notice was acknowledged.

ANNUITY PAYMENTS

The first  payment  under  any of the  Annuity  Options  will be  determined  in
accordance  with the Annuity  Payment rate based on the assumed annual  interest
rate selected by the Applicant. No purchase of an Annuity will be effected until
the  Company  has  received  proof  acceptable  to it of  the  birthdate  of the
Annuitant and any Joint Annuitant.

Under the Contract the Annuitant may choose between an assumed  annual  interest
rate of 3% or 7%. If the Annuitant  chooses the 7% assumed annual interest rate,
as compared to choosing the 3% interest rate,  Annuity Payments would start at a
higher level but would increase  moreslowly if investment  returns are more than
7% and decrease more rapidly. Therefore,  election of the 7% assumed annual rate
of interest would result in a higher first monthly  payment,  but would increase
the  possibility  of  reduced  future  payments  during  the  periods  when  net
investment  performance  of the  Separate  Account did not exceed the 7% assumed
annual interest rate.

If the Annuitant  chooses the 3% assumed annual interest rate,  Annuity Payments
would start at a lower level but would  increase more rapidly if the  investment
returns are greater than 3% and decrease more slowly. Therefore, election of the
3% assumed  annual  interest rate would result in a lower first monthly  payment
but would decrease the possibility of reduced future payments.

The first Annuity  Payment,  for payments made on a monthly basis, is calculated
by  dividing  the  Purchase  Payment,  less any  applicable  taxes,  by 1000 and
multiplying the result by the appropriate figure shown on Appendix B. Values not
shown will be calculated on an equivalent  basis.  The first Annuity  Payment is
then  divided  by the then  current  value of an  Annuity  Unit  (see  below) to
determine  the fixed number of Annuity Units used to calculate  each  subsequent
Annuity Payment.  Thereafter,  each Annuity Payment is calculated by multiplying
the fixed number of Annuity Units,  as determined  above, by the current Annuity
Unit Value, less any applicable  taxes.  Since the value of an Annuity Unit will
fluctuate  from month to month,  the amount of each Annuity  Payment may also be
expected to fluctuate.  However,  the Company guarantees that the Administrative
Fee and the Periodic Charge will not be changed for any Annuity once issued.
(See "Deductions and Charges.")


<PAGE>

In some states the  combination of the 7% and 3% assumed  interest rates may not
be available. Alternate rates may be offered as permitted under applicable state
law.

ANNUITY UNITS

The value of an Annuity Unit was initially set at $1.00 upon commencement of the
Separate  Account's  operations.  The  value of an  Annuity  Unit is  thereafter
determined as follows on each Payment Date:

First: The Net Investment Factor is determined by dividing (a) by (b) and adding
(c) to the result, where:

(a)  is the net  increase  or  decrease  in the net asset value per share of the
     Fund,   plus  the  per  share  amount  of  any  dividend  or  capital  gain
     distribution  paid or deemed paid by the Fund since the  preceding  Payment
     Date,  plus or minus a per share charge or credit for any taxes incurred by
     or  reserved  for in the  Separate  Account  as of the  end of the  current
     Payment Date which the Company determines to have resulted from maintenance
     of the Separate Account;


                                    [Page 13]
<PAGE>

(b)  is the net asset value per share of the Fund on the preceding Payment Date,
     plus or minus a per share  charge or credit  for any taxes  incurred  by or
     reserved  for in the  Separate  Account  as of the  end of the  immediately
     preceding  Payment Date which the Company  determines to have resulted from
     maintenance of the Separate Account;

(c)  is the net result of 1.000,  less the Periodic Charge (see  "Deductions and
     Charges").

The Net Investment Factor may be more or less than one.

Second: An Annuity Unit value for a Payment Date is equal to:

(a)  the value of the Annuity Unit on the immediately preceding Payment Date;

(b)  multiplied by the Net  Investment  Factor for the period from the preceding
     Payment Date ending on the current Payment Date;

(c)  divided by the Assumed Net Investment Factor for that period.

The Assumed Net Investment Factor is equal to one plus the interest rate used in
determining  the basis for  purchase  of  Annuities,  adjusted  to  reflect  the
performance of the Separate Account during the particular  valuation period. For
example,  using the 7% assumed annual  interest rate, the Assumed Net lnvestment
Factor for a one-year  valuation  period would be 1.07. For a one-day  valuation
period,  the Assumed  Net  lnvestment  Factor  would be  1.000185.  Using the 3%
assumed annual  interest rate, the Assumed Net Investment  Factor for a one-year
valuation period would be 1.03. For a one-day valuation period,  the Assumed Net
Investment Factor would be 1.000081.  The value of an Annuity Unit will increase
only when the actual  investment  results of the  Separate  Account  exceeds the
assumed rate of interest.  If actual results are less than the assumed rate, the
value of an Annuity Unit will decrease.

The value of an Annuity  Unit as of any date other than a given  Payment Date is
equal to its value on the next succeeding Payment Date.

VALUE OF THE SEPARATE ACCOUNT

The value of the Separate Account on a Payment Date is equal to (a) its value on
the previous Payment Date, less (b) the Periodic Charge,  the Administration Fee
and  applicable  taxes for the  period  since the  preceding  Payment  Date (see
"Deductions  and  Charges"),  less (c) Annuity  Benefits paid since the previous
Payment Date, plus (d) net new  contributions,  plus (e) any dividend or capital
gains  distributions paid to the Separate Account by the Fund, and plus or minus
(f) the  increase  or  decrease  in the net  asset  value of the Fund  since the
preceding Payment Date.

DELAYS IN VALUATION AND PAYMENT

The  determination  of Net Asset  Value or of  Annuity  Unit value and making of
payments under the Annuities may be suspended or delayed:

(a)  for any period (i) during which the New York Stock Exchange is closed other
     than customary weekend and holiday closings or (ii) during which trading on
     the New York Stock Exchange is restricted;

(b)  for  any  period  during  which  an  emergency  exists  (as  determined  in
     accordance  with any  applicable  regulatory  requirements)  as a result of
     which (i) disposal by the Separate  Account or the Fund of securities owned
     by  it  is  not  reasonably  practicable  or  (ii)  it  is  not  reasonably
     practicable  for the Separate  Account or the Fund fairly to determine  the
     value of its net assets; or

(c)  for such  other  periods  as the  Commission  may by order  permit  for the
     protection   of   Participants,   Annuitants,   Joint   Annuitants   and/or
     Beneficiaries.
<PAGE>

                             DEDUCTIONS AND CHARGES

Any applicable  state premium taxes and other taxes will be deducted either from
the initial Purchase Payment at the time an Annuity is purchased or from Annuity
Payments or Annuity Benefits, as required by applicable law from time to time.

The Company assesses a Periodic Charge against the Separate Account, equal on an
annual basis to 0.8% of Separate  Account assets.  The Periodic  Charge,  in the
following amounts, compensates the Company for assuming the risks that mortality
experience will be lower than the rate assumed and that expenses will be greater
than what is assumed:  0.3% of average  annual net assets to cover  expense risk
and 0.5% to cover the mortality  risk.  The Periodic  Charge is guaranteed as to
Annuities  issued  prior to the  effective  date of any  change in the  Periodic
Charge. The Company also assesses an administrative  charge (the "Administration
Fee"),  equal on an annual  basis to 0.3% of the  Separate  Account  assets,  to
reimburse the Company for a portion of its  administrative  expenses incurred in
administering the Separate Account.  The Company does not expect to recover from
the  Administration  Fee an amount in excess of its  accumulated  administrative
expenses.  Even though the  administrative  expenses may  increase,  the Company
guarantees  it will not  increase  the  amount of the  Administration  Fee.  The


                                    [Page 14]
<PAGE>

Company  also levies a charge  against the  Separate  Account to  reimburse  the
Company for the amount of any tax liability paid or reserved by the Company that
results from the maintenance of the Separate Account. (For expenses borne by the
Fund, see the current prospectus of the Fund.)

                                 TAX INFORMATION

INTERNAL REVENUE CODE LIMITATIONS

The availability or terms of any payment option may be modified or restricted to
the  extent  necessary  to  comply  with  U.S.  Treasury   Regulations  covering
permissible  distributions from retirement plans. (See Appendix A.) In addition,
persons  contemplating  the purchase of an Annuity  should refer to the terms of
their  Plan for any  limitations  or  restrictions  regarding  the date on which
Annuity Payments must commence. In general, and except as otherwise permitted by
U.S.  Treasury  Regulations,  federal tax law requires that Annuity Payment must
commence no later than April 1 of the year after the year in which the Annuitant
attains  age  70  1/2  .  If  the  minimum  distribution  is  not  made,  a  50%
nondeductible  excise  tax  is  imposed  as to the  amount  not  distributed  in
accordance with U.S. Treasury Regulations.


In selecting a payment option for an Annuity,  purchasers  should also note that
the Internal  Revenue Code (the "Code")  provides  that benefit  payments may be
made only (a) over the life of the  Annuitant or the lives of the  Annuitant and
any Joint Annuitant;  or (b) over a period certain that does not exceed the life
expectancy  of the  Annuitant or the joint life  expectancy of the Annuitant and
any Joint Annuitant. Additionally, the Code allows selection of a payment option
with a 100% joint and  survivor  annuity  (i.e.,  the 100% level under  Option 3
under the  Contracts)  only if the Joint  Annuitant  is either  the  Annuitant's
spouse or is no more than 10 years younger than the Annuitant.  If the Annuitant
dies before the entire  distribution  due under the Annuity has been paid,  such
unpaid portion of the Annuity will be distributed (without interest) at least as
rapidly  as under the  method of  distribution  being used as of the date of his
death.


FEDERAL INCOME TAX STATUS

The following discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser.  The discussion is
based on the Company's  understanding of current federal income tax laws as they
are currently  interpreted by the Internal  Revenue Service (the  "I.R.S.").  No
representation  is made regarding the likelihood that either the particular laws
or their interpretation will continue.  No attempt is made to consider any state
or other tax laws which may be applicable.

(A) FEDERAL TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT

General:  The  Company  is  taxed  as a life  insurance  company  under  Part I,
Subchapter L of the Code.  Because the Separate Account is not a separate entity
from the Company for  purposes of the Code,  the Company  will be liable for any
federal  income  taxes which  become  payable  with respect to the income of the
Separate Account. Under current law, no item of dividend income, interest income
or realized  capital gain  attributable,  at a minimum,  to  appreciation  after
January  1,1985,  of the  Separate  Account  will be taxed to the Company to the
extent it is applied to increase reserves under the Contracts.

Under the  principles  set forth in I.R.S.  Revenue  Ruling  81-225 and  Section
817(h) of the Code and  regulations  thereunder,  the Company  believes that the
Company will be treated as owner of the assets invested in the Separate  Account
for federal  income tax purposes,  with the result that  earnings and gains,  if
any,  derived  from those  assets will not be included in an  Annuitant's  gross
income until amounts are received pursuant to an Annuity.

(B) FEDERAL TAX STATUS OF ANNUITANTS

The Annuities are designed for use with the Plans and other similar tax deferred
retirement  plans.  The tax rules  applicable to  participants in such plans who
purchase  an  Annuity  vary  according  to the  type of plan and the  terms  and
conditions of the plan itself. Therefore, this discussion is designed to provide
only general  information  about the use of the Annuities in connection with the
various types of plans.  Participants  in plans are cautioned that the rights of
any  person to any  benefits  under the  plans may be  subject  to the terms and
conditions of the plans themselves regardless of the terms and conditions of the
Contract and the Annuities.


The Company  believes that the Annuitant is not subject to federal income tax on
increases  in Annuity  value until  payments  are  received  under the  Annuity.
Federal income taxation of Annuity  Payments and Annuity  Benefits is determined
under Section 72 of the Code. Section 72 provides, in general, that a portion of
each Annuity  Payment  which  represents  the  Annuitant's  "investment"  in the
Annuity is excluded  from gross  income for income tax  purposes.  ("Investment"
refers  generally to  contributions  that were not deductible or excludable from
income when made.) If the Annuity is purchased  entirely  with assets which were
excludable  from the  Annuitant/Participant's  income,  the  "investment" by the
Annuitant/Participant  will be deemed to be zero and distributions will be fully
taxable as payments are  received.  To the extent an Annuity is  purchased  with
contributions  that  were  subject  to  income  tax  when  made  to such a plan,
proportional  amounts of each Annuity  Payment may be excluded from gross income
for income tax purposes up to the  aggregate  amount of such  contributions.  In
some  circumstances,  Annuity Payments made before the Annuitant  attains age 59
1/2 may be subject to an additional 10% penalty tax. In addition,  distributions
in excess of  $155,000  per year in the case of  periodic  distributions  and in
excess of  $775,000 in the case of lump sum  distributions  may be subject to an
additional 15% excise tax.


                                    [Page 15]
<PAGE>


(C) WITHHOLDING

With certain limited exceptions, withholding is required on Annuity Payments and
Annuity  Benefits.  However,  with  certain  exceptions,  recipients  of Annuity
Payments  and  Annuity  Benefits  are  allowed to make an  election  not to have
federal income tax withheld, which election is revocable at any time.

The  withholding   rate,  as  determined   from  the   recipient's   withholding
certificate,  will be  applied  against  the  taxable  portion  of each  Annuity
Payment.  If no withholding  certificate is filed with the Company,  tax will be
withheld from Annuity  Payments and Annuity Benefits on the basis that the payee
is married with three withholding exemptions.

Persons  who elect  not to have  withholding  made are  nonetheless  liable  for
federal income tax on the Annuity Payments and Annuity Benefits received by them
and may become  subject to penalties  under the  estimated  tax payment rules if
withholding and estimated tax payments are not sufficient.

                                  VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote the
shares of the Fund held in the  Separate  Account  at  special  meetings  of the
shareholders of the Fund in accordance with  instructions  received from persons
having a voting interest in the Separate Account.  The Company  understands that
under present  applicable law,  persons  currently  receiving  payments under an
Annuity have such voting interest. The Company will vote shares for which it has
not received instructions in the same proportion as it votes shares for which it
has received instructions.

The number of votes which a person has a right to instruct will be determined by
dividing the reserve for the applicable  Annuity in the Separate  Account by the
net asset value per share of the Fund.  Such number of shares will be determined
as of a date  coincident  with the date  established by the Fund for determining
shareholders  eligible  to vote at the  meeting of the Fund,  which shall not be
more than 90 days prior to any meeting of the Fund. Voting  instructions will be
solicited by written  communication at least 14 days prior to such meeting.  The
votes  attributable  to each  Annuity  decrease  as reserves  allocated  to that
Annuity decrease.

                  SUBSTITUTION OF SECURITIES AND OTHER CHANGES

If the shares of the Fund should no longer be available  for  investment  by the
Separate  Account or if, in the judgment of the Company,  further  investment in
such shares should be inappropriate in view of the purpose of the Annuities, the
Company may substitute shares of another mutual fund or other investment vehicle
for shares of the Fund already  purchased or to be purchased in the future under
the  Annuities.  No  substitution  of  securities  may take place  without prior
approval of the  Securities  and Exchange  Commission  in  accordance  with such
requirements  as it may impose,  without notice to or approval by persons having
voting  interest,   or  without   complying  with  filing  or  other  procedures
established by applicable state insurance regulators.


At the Company's  election and subject to any necessary  vote by persons  having
the right to give  instructions  with respect to the voting of Fund shares,  the
Separate  Account may be operated as a management  company under the  Investment
Company Act of 1940 or in any other  permitted  form, or it may be  deregistered
under the Act in the event registration is no longer required.  The Company also
reserves the right to add or delete other  separate  accounts or  subaccounts of
the  Separate  Account;  to combine the  Separate  Account  with other  separate
accounts  and to combine  one or more  subaccounts;  to  transfer  assets  among
separate accounts and subaccounts established by the Company or its affiliate or
their  successors or assigns;  to add or delete mutual funds,  other  investment
vehicles,  or  series  of  either  as  investments  for a  separate  account  or
subaccount;  to add a fixed  account  providing  for the  provision  of  Annuity
Benefits out of the Company's general account; and to split or combine the value
of the Annuity Units provided such action has no material  effect on benefits or
other provisions of Annuities previously issued under the Contracts.


On the first anniversary of the effective date of the Group Contract and on each
anniversary of that date thereafter,  the Company, upon 90 days' advance written
notice to the  Contractholder,  may  change any or all of the terms of the Group
Contract,  except that no such change may affect in any way the amount, value or
terms of any Annuity  purchased  prior to the effective  date of the change.  In
addition,  upon notice to the person(s)  currently  receiving  payments under an
Annuity, the Contracts or an Annuity may be modified by the Company, but only if
such  modification:  (1) is necessary to make the Contracts and/or the Annuities
comply with any law or regulation  issued by a governmental  agency to which the
Company,  the Separate Account,  the Contracts and/or an Annuity are subject; or
(2) is  necessary  to assure  continued  qualification  of the  Contracts or the
Annuities under the Internal Revenue Code or other  applicable  federal or state
laws relating to annuity  contracts,  deferred  compensation  plans,  pension or
profit sharing plans,  individual retirement accounts or other retirement plans,
as such laws may be amended from time to time;  or (3) is necessary to reflect a
change in the  operation of the Separate  Account as described in the  preceding
paragraph.  In the  event of any  such  modifications,  the  Company  will  make
appropriate endorsement to the Contracts and, if applicable, the certificates.


                                    [Page 16]
<PAGE>
                            PERFORMANCE INFORMATION

Performance information for the Separate Account,  including the yield and total
return, may appear in  advertisements,  reports,  and promotional  literature to
current or prospective Contractowners.

                             ILLUSTRATION OF VALUES

The  following  tables  have been  prepared to show how  investment  performance
affects  variable  annuity  payments  over time.  The variable  annuity  payment
amounts reflect three different  assumptions  for a constant  investment  return
before all expenses:  0%, 6%, and 12%.  There are  hypothetical  rates of return
and, of course, the Company does not guarantee that the Contract will earn these
returns  for any one year or any  sustained  period of time.  The tables are for
illustrative  purposes  only  and do not  represent  past or  future  investment
returns.

The variable annuity payments may be more or less than the payments shown if the
actual  returns of the Fund are different  than those  illustrated.  Since it is
very likely that  investment  returns will  fluctuate  over time,  the amount of
variable  annuity  payments  will also  fluctuate.  The total  amount of annuity
payments  ultimately  received will depend on cumulative  investment returns and
how long the Annuitant lives and the option chosen.

Another factor which  determines the amount of variable  annuity payments is the
assumed annual interest rate.  Income will increase from one Payment Date to the
next if the  annualized  net rate of return during that time is greater than the
assumed  annual  interest  rate, and will decrease if the annualized net rate of
return is greater than the assumed annual interest rate.

Two  illustrations  follow.  The first is based on a 3% assumed annual  interest
rate, and the second is based on a 7% assumed annual interest rate.

The payment amounts shown reflect the deduction of all fees and expenses. Actual
Fund  fees and  expenses  may vary  from  year to year and thus may be higher or
lower than the assumed rate. The  illustrations  assume that the Fund will incur
expenses at the annual rate of 1.0% of the average daily net assets of the Fund.
(This  is  the  amount  of  the  Fund's  total  operating  expenses,  net of fee
reduction,   as  of   12/31/95.)   The   Mortality  and  Expense  Risk  Fee  and
Administration Fee are calculated,  in the aggregate, at an annual rate of 1.10%
of the average  daily net assets of the  Separate  Account.  After  taking these
expenses and charges into consideration, the illustrated gross investment return
0%,  6%, and 12% are  approximately  equal to net rates of  -2.08%,  3.80%,  and
9.67%, respectively.

                    TEMPLETON RETIREMENT ANNUITY ILLUSTRATION

Annuitant:       John Doe       Annuity Purchase Amount:       $100,000

Date of Birth:   1/1/26         First Annuity Payment Date:    1/1/96

Annuity Option:  Option 1 --    Frequency of Annuity Payment   Monthly
                 Life Annuity

Premium Tax:     0%             Assumed Annual Interest Rate:  3%

Annuity Factor:  6.74


     The amount of monthly  variable  annuity  payments shown in the table below
and the graph that follows  assumes a constant  annual  investment  return.  The
amount of the variable annuity payment that is actually  received will depend on
the investment  performance of the Fund. The variable  annuity payment can go up
or down and no minimum dollar amount of variable  annuity payment is guaranteed.
Calculation of the amounts shown takes into account a 3% assumed annual interest
rate and the expenses for the Fund as  reflected  in the Expense  Table.  Income
will remain  constant at $674 per month when the annualized rate of return after
expenses is 3% (or 5.19% before expenses).

                                    [Page 17]
<PAGE>

                            MONTHLY ANNUITY PAYMENTS

                              Annual rate of
                              return before
                              expenses:           0%     6.00%      12.00%

Annuity                       Annual rate of
Payment                       return after
Date                Age       expenses:       -2.08%     3.80%      9.67%

January 1, 1996      70                           674        674        674

January 1, 1997      71                           641        679        718

January 1, 1998      72                           609        684        764

January 1, 1999      73                           579        690        814

January 1, 2000      74                           551        695        866

January 1, 2001      75                           523        701        923

January 1, 2006      80                           407        728      1,263

January 1, 2011      85                           316        757      1,728

January 1, 2016      90                           245        786      2,366

January 1, 2021      95                           190        817      3,238

January 1, 2026     100                           148        849      4,432


THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ARE  ILLUSTRATIVE  ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE.  ACTUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS.

                                 MONTHLY INCOME
                            3% ASSUMED INTEREST RATE
                     [The following table replaces a graph]


Investment Amount                     $100,000

Effective Date                          1/1/96

1st Annuity Income Date                 1/1/96

Annuity factor                            6.74

AIR                                         3%



Net rates of return              -2.08%          3.80%           9.67%

            Year 1               674             674             674

            Year 2               641             679             718

            Year 3               609             684             764

            Year 4               579             690             814

            Year 5               551             695             868

            Year 6               523             701             923

            Year 7               498             706             982

            Year 8               473             711             1,046

            Year 9               450             717             1,114

           Year 10               428             722             1,186

           Year 11               407             728             1,263

           Year 12               386             734             1,344

           Year 13               367             739             1,432


                                    [Page 18]
<PAGE>



           Year 14               349             745             1,524

           Year 15               332             751             1,623

           Year 16               316             757             1,728

           Year 17               300             763             1,840

           Year 18               285             768             1,959

           Year 19               271             774             2,086

           Year 20               258             780             2,222

           Year 21               245             786             2,366

           Year 22               233             793             2,519

           Year 23               222             799             2,682

           Year 24               211             805             2,856

           Year 25               200             811             3,041

           Year 26               190             817             3,238

           Year 27               181             824             3,447

           Year 28               172             830             3,671

           Year 29               164             836             3,909

           Year 30               156             843             4,162

           Year 31               148             849             4,432




                    TEMPLETON RETIREMENT ANNUITY ILLUSTRATION

Annuitant:      John Doe       Annuity Purchase Amount:         $100,000

Date of Birth:  1/1/26         First Annuity Payment Date:      1/1/96

Annuity Option: Option 1       Frequency of Annuity Payment     Monthly
                Life Annuity
Premium Tax:    0%             Assumed Annual Interest Rate:    7%

Annuity Factor: 9.11


     The amount of monthly  variable  annuity  payments shown in the table below
and the graph that follows  assumes a constant  annual  investment  return.  The
amount of the variable annuity payment that is actually  received will depend on
the investment  performance of the Fund. The variable  annuity payment can go up
or down and no minimum dollar amount of variable  annuity payment is guaranteed.
Calculation of the amounts shown takes into account a 7% assumed annual interest
rate and the expenses for the Fund as  reflected  in the Expense  Table.  Income
will  remain  constant at $911 per month when the  annualualized  rate of return
after expenses is 7% (or 9.27% before expenses).

                                    [Page 19]
<PAGE>

                            MONTHLY ANNUITY PAYMENTS

                              Annual rate of
                              return before
                              expenses         0%       6.00%       12.00%
Annuity                       Annual rate of
Payment                       return after
Date                Age          expenses:  -2.08%       3.80%       9.67%

January 1, 1996     70                       911         911          911

January 1, 1997     71                       834         884          934

January 1, 1998     72                       763         857          957

January 1, 1999     73                       698         832          981

January 1, 2000     74                       639         807          1,006

January 1, 2001     75                       585         783          1,031

January 1, 2006     80                       375         672          1,166

January 1, 2011     85                       241         578          1,319

January 1, 2016     90                       155         496          1,492

January 1, 2021     95                        99         426          1,688

January 1, 2026    100                        64         366          1,910


THE HYPOTHETICAL  INVESTMENT  RATES OF RETURNS SHOWN ARE  ILLUSTRATIVE  ONLY AND
SHOULD NOT BE DEEMED TO REPRESENT PAST OR FUTURE INVESTMENT PERFORMANCE.  ACTUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS.

                                 MONTHLY INCOME
                            7% ASSUMED INTEREST RATE
                     [The following table replaces a graph]

Investment Amount                         $100,000

Effective Date                              1/1/96

1st Annuity Income Date                     1/1/96

Annuity factor                                9.11

AIR                                             7%


Net rates of return               -2.08%            3.80%             9.67%

            Year 1                911               911               911

            Year 2                834               884               934

            Year 3                763               857               957

            Year 4                698               832               981

            Year 5                639               807               1,006

            Year 6                585               783               1,031

            Year 7                535               759               1,056

            Year 8                490               736               1,083

            Year 9                448               714               1,110

            Year 10               410               693               1,138

            Year 11               375               672               1,166

            Year 12               344               652               1,195


                                    [Page 20]
<PAGE>



            Year 13               314               633               1,225

            Year 14               288               614               1,256

            Year 15               263               595               1,287

            Year 16               241               578               1,319

            Year 17               221               560               1,352

            Year 18               202               543               1,386

            Year 19               185               527               1,420

            Year 20               169               511               1,456

            Year 21               155               496               1,492

            Year 22               142               481               1,530

            Year 23               130               467               1,568

            Year 24               119               453               1,607

            Year 25               108               439               1,647

            Year 26               99                426               1,688

            Year 27               91                413               1,730

            Year 28               83                401               1,774

            Year 29               76                389               1,818

            Year 30               70                377               1,863

            Year 31               64                366               1,910




                                    [Page 21]
<PAGE>

              STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

Templeton Funds Annuity Company

Independent Accountants


Performance Information


Financial Information

Financial Statements--Templeton Funds Retirement Annuity Separate Account

Financial Statements--Templeton Funds Annuity Company


                                    [Page 22]
<PAGE>

                                   APPENDIX A

Compliance  with  Internal  Revenue  Code Rules  Relating  To Annuity  Contracts
Purchased for  Distributions  From  Qualified  Retirement  Plans And  Individual
                               Retirement Accounts

1.   Benefit payments may be made only (a) over the life of the Annuitant or the
     lives of the Annuitant and a Joint  Annuitant,  or (b) for a period certain
     that does not exceed the life expectancy of the Annuitant or the joint life
     expectancy of the Annuitant and any Joint Annuitant.

2.   If the  Annuitant  dies before his entire  interest in the Annuity has been
     paid him, the unpaid interest of the Annuitant will be distributed at least
     as rapidly as under the method of distribution being used as of the date of
     his death.

3.   The availability of, and payments  pursuant to, the various Annuity Options
     under the Contracts may be restricted or altered to the extent necessary to
     comply with applicable U.S. Treasury Regulations.

4.   The above rules may be supplemented or amended in order to comply with U.S.
     Treasury Regulations, including such regulations as may be issued from time
     to time under the Internal Revenue Code Sections 72, 401(a)(9) and 408.

                                    [Page 23]
<PAGE>

                                   APPENDIX B
                      DOLLAR VALUE OF FIRST MONTHLY PAYMENT
                     FOR EACH $1,000 OF NET PURCHASE PAYMENT

The following Tables show the dollar value of the first monthly payment for each
$1,000 of Net  Purchase  Payment.  The amount of each  payment  depends upon the
Annuity Option chosen and the Annuitant's and Joint Annuitant's,  if any, actual
age at the time the first payment is due.  "Actual  age",  as used above,  shall
mean  actual age to the  nearest  month on the Annuity  Purchase  Date.  Annuity
Payments under the Contracts will normally be made monthly.  The Company may, in
its discretion,  agree to less frequent payments, based upon appropriate Annuity
values and procedures.


                             OPTION 1--LIFE ANNUITY
FIRST MONTHLY PAYMENT USING                        FIRST MONTHLY PAYMENT USING
7% ASSUMED INTEREST RATE                           3% ASSUMED INTEREST RATE

           FIRST MONTHLY                              FIRST MONTHLY
ACTUAL AGE    PAYMENT                     ACTUAL AGE     PAYMENT


    50         $6.59                          50          $4.09

    51          6.65                          51          4.16

    52          6.75                          52          4.23

    53          6.79                          53          4.31

    54          6.86                          54          4.39



    55          6.94                          55          4.48

    56          7.02                          56          4.57

    57          7.11                          57          4.67

    58          7.21                          58          4.77

    59          7.31                          59          4.88



    60          7.42                          60          5.00

    61          7.54                          61          5.13

    62          7.67                          62          5.26

    63          7.81                          63          5.41

    64          7.95                          64          5.56



    65          8.11                          65          5.73

    66          8.29                          66          5.90

    67          8.47                          67          6.09

    68          8.67                          68          6.29

    69          8.88                          69          6.50



    70          9.11                          70          6.74

    71          9.36                          71          6.98

    72          9.63                          72          7.25

    73          9.92                          73          7.54

    74         10.23                          74          7.85

    75         10.57                          75          8.18



                                    [Page 24]
<PAGE>

            OPTION 2--LIFE ANNUITY WITH 60 OR 120 PAYMENTS GUARANTEED

                    FIRST MONTHLY              FIRST MONTHLY
                         PAYMENT                    PAYMENT
                    USING 7% ASSUMED           USING 3% ASSUMED
                         INTEREST                   INTEREST

                         NUMBER OF                NUMBER OF
                       GUARANTEED                 GUARANTEED
ACTUAL              MONTHLY PAYMENTS           MONTHLY PAYMENTS
AGE                   60        120               60        120

50                  $6.58      $6.53            $4.08      $4.06

51                   6.64       6.59             4.15       4.12

52                   6.70       6.65             4.22       4.19

53                   6.77       6.71             4.30       4.27

54                   6.84       6.77             4.38       4.35

55                   6.91       6.84             4.47       4.43

56                   6.99       6.91             4.56       4.51

57                   7.08       6.99             4.65       4.60

58                   7.17       7.07             4.76       4.70

59                   7.27       7.16             4.86       4.80

60                   7.37       7.25             4.98       4.90

61                   7.49       7.35             5.10       5.02

62                   7.61       7.46             5.23       5.13

63                   7.74       7.56             5.37       5.26

64                   7.88       7.68             5.52       5.39

65                   8.03       7.80             5.68       5.52

66                   8.19       7.93             5.84       5.67

67                   8.36       8.06             6.02       5.81

68                   8.54       8.20             6.21       5.97

69                   8.73       8.35             6.41       6.13

70                   8.94       8.50             6.63       6.30

71                   9.16       8.65             6.85       6.47

72                   9.40       8.81             7.10       6.65

73                   9.65       8.97             7.36       6.83

74                   9.91       9.14             7.63       7.02

75                  10.19       9.31             7.92       7.20




                                    [Page 25]
<PAGE>

                OPTION 3(a)--JOINT AND 100% SURVIVOR LIFE ANNUITY

              FIRST MONTHLY PAYMENT USING 7% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50       55       60      65      70      75

        50         $6.12    $6.20   $6.29    $6.36   $6.43   $6.48

        55         6.20     6.32     6.45    6.56    6.67    6.75

        60         6.29     6.45     6.62    6.80    6.96    7.10

        65         6.36     6.56     6.80    7.05    7.31    7.54

        70         6.43     6.67     6.96    7.31    7.68    8.06

        75         6.48     6.75     7.10    7.54    8.06    8.62




              FIRST MONTHLY PAYMENT USING 3% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50       55       60      65      70      75

        50         $3.62    $3.74   $3.83    $3.91   $3.97   $4.02

        55         3.74     3.90     4.05    4.18    4.28    4.35

        60         3.83     4.05     4.26    4.46    4.64    4.77

        65         3.91     4.18     4.46    4.76    5.03    5.27

        70         3.97     4.28     4.64    5.03    5.45    5.83

        75         4.02     4.35     4.77    5.27    5.83    6.42




                OPTION 3(b)--JOINT AND 75% SURVIVOR LIFE ANNUITY
              FIRST MONTHLY PAYMENT USING 7% ASSUMED INTEREST RATE


                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50        55        60      65       70      75

        50        $6.23     $6.37    $6.54    $6.73    $6.94   $7.17

        55         6.30      6.47      6.66    6.89     7.15    7.42

        60         6.36      6.56      6.80    7.08     7.40    7.74

        65         6.42      6.65      6.94    7.29     7.69    8.12

        70         6.47      6.73      7.07    7.49     8.00    8.57

        75         6.51      6.80      7.18    7.68     8.30    9.03




                                    [Page 26]
<PAGE>


              FIRST MONTHLY PAYMENT USING 3% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50       55       60       65    70      75

        50        $3.73    $3.90    $4.07   $4.25   $4.43   $4.60

        55         3.82     4.03     4.25    4.48    4.71    4.93

        60         3.90     4.15     4.43    4.72    5.03    5.32

        65         3.96     4.25     4.59    4.97    5.37    5.78

        70         4.00     4.33     4.72    5.19    5.72    6.28

        75         4.03     4.38     4.83    5.37    6.03    6.79




                OPTION 3(c)--JOINT AND 50% SURVIVOR LIFE ANNUITY
              FIRST MONTHLY PAYMENT USING 7% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50       55       60       65      70       75

        50        $6.35    $6.55    $6.81   $7.13    $7.54    $8.04

        55         6.39     6.62     6.90    7.26     7.70     8.24

        60         6.44     6.68     7.00    7.40     7.89     8.50

        65         6.48     6.75     7.09    7.55     8.11     8.80

        70         6.51     6.80     7.18    7.69     8.34     9.14

        75         6.54     6.84     7.26    7.82     8.55     9.49



              FIRST MONTHLY PAYMENT USING 3% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant    50        55      60      65      70     75

        50         $3.84    $4.07    $4.34   $4.65   $5.00   $5.39

        55          3.90     4.17     4.47    4.83    5.23    5.68

        60          3.96     4.25     4.60    5.02    5.49    6.03

        65          4.00     4.32     4.72    5.20    5.76    6.41

        70          4.03     4.38     4.81    5.36    6.02    6.81

        75          4.05     4.42     4.88    5.49    6.25    7.20




                                    [Page 27]
<PAGE>

                OPTION 4(a)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                           WITH 60 PAYMENTS GUARANTEED

              FIRST MONTHLY PAYMENT USING 7% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50       55      60     65      70     75

        50         $6.12    $6.21  $6.29   $6.36   $6.43  $6.48

        55         6.21     6.32    6.45   6.56    6.67   6.75

        60         6.29     6.45    6.62   6.80    6.96   7.10

        65         6.36     6.56    6.80   7.05    7.30   7.53

        70         6.43     6.67    6.96   7.30    7.68   8.04

        75         6.48     6.75    7.10   7.53    8.04   8.59




              FIRST MONTHLY PAYMENT USING 3% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant   50      55       60      65      70     75

        50         $3.62   $3.74    3.83    $3.91   $3.97  $4.02

        55         3.74    3.90     4.05    4.18    4.28   4.35

        60         3.83    4.05     4.26    4.46    4.63   4.77

        65         3.91    4.18     4.46    4.76    5.03   5.26

        70         3.97    4.28     4.63    5.03    5.44   5.82

        75         4.02    4.35     4.77    5.26    5.82   6.41




                OPTION 4(b)--JOINT AND 100% SURVIVOR LIFE ANNUITY
                          WITH 120 PAYMENTS GUARANTEED

              FIRST MONTHLY PAYMENT USING 7% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant  50     55      60     65       70      75

        50        $6.12  $6.20  $6.29    $6.36    $6.42   $6.47

        55        6.20   6.32    6.44    6.56     6.66    6.73

        60        6.29   6.44    6.61    6.78     6.94    7.07

        65        6.36   6.56    6.78    7.03     7.27    7.48

        70        6.42   6.66    6.94    7.27     7.62    7.94

        75        6.47   6.73    7.07    7.48     7.94    8.41




                                    [Page 28]
<PAGE>

              FIRST MONTHLY PAYMENT USING 3% ASSUMED INTEREST RATE

                             Actual Age of Annuitant

   Actual Age of
  Joint Annuitant  50      55       60      65       70      75

        50        $3.62   $3.74   $3.83    $3.91    $3.97   $4.01

        55        3.74    3.90     4.05    4.17     4.27    4.34

        60        3.83    4.05     4.26    4.46     4.62    4.75

        65        3.91    4.17     4.46    4.75     5.01    5.23

        70        3.97    4.27     4.62    5.01     5.40    5.75

        75        4.01    4.34     4.75    5.23     5.75    6.27



                                    [Page 29]
<PAGE>

                       OPTION 5--UNIT REFUND LIFE ANNUITY

         FIRST MONTHLY PAYMENT             FIRST MONTHLY PAYMENT
                USING                              USING
       7% ASSUMED INTEREST RATE          3% ASSUMED INTEREST RATE

                   First Monthly                        First Monthly
   Actual Age         Payment             Actual Age       Payment

       50              $6.46                  50            $3.90

       51              6.51                   51             3.95

       52              6.56                   52             4.00

       53              6.61                   53             4.06

       54              6.67                   54             4.13

       55              6.74                   55             4.19

       56              6.80                   56             4.26

       57              6.87                   57             4.33

       58              6.95                   58             4.41

       59              7.03                   59             4.49

       60              7.11                   60             4.57

       61              7.20                   61             4.66

       62              7.30                   62             4.75

       63              7.40                   63             4.84

       64              7.50                   64             4.94

       65              7.61                   65             5.05

       66              7.73                   66             5.15

       67              7.86                   67             5.27

       68              7.99                   68             5.39

       69              8.13                   69             5.52

       70              8.28                   70             5.65

       71              8.43                   71             5.79

       72              8.60                   72             5.94

       73              8.78                   73             6.10

       74              8.96                   74             6.26

       75              9.16                   75             6.43

                                    [Page 30]

<PAGE>

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                                    [Page 31]
<PAGE>



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