ALLIANZ LIFE VARIABLE ACCOUNT B
N-4/A, EX-99.B4.A., 2000-12-21
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[COMPANY LOGO]
Allianz Life Insurance Company of North America
1750 Hennepin Avenue
Minneapolis, MN 55403-2195


                                 A Stock Company


This is a  legal  Contract  between  the  Contract  Owner  (referred  to in this
Contract as you and your) and Allianz Life  Insurance  Company of North  America
(herein  referred to as we, us and our).  We will make  Annuity  Payments as set
forth in this Contract beginning on the Income Date.

This Contract is issued in  consideration of the payment of the initial Purchase
Payment.


                          READ YOUR CONTRACT CAREFULLY

RIGHT TO EXAMINE: This Contract may be returned within 10 days after you receive
it. It can be mailed or delivered to either us or the agent who sold it.  Return
of this Contract by mail is effective on being  postmarked,  properly  addressed


<PAGE>



and postage  prepaid.  The returned  Contract will be treated as if we had never
issued it. We will promptly refund the Contract Value in states where permitted.
This  may be more or less  than the  Purchase  Payments.  We have  the  right to
allocate  payments to the Money Market  Sub-Account  until the expiration of the
Right to Examine period. If we so allocate payments,  we will refund the greater
of the Purchase Payments, less any withdrawals, or the Contract Value.

Benefits  available  under this  Contract  are not less than those  required  by
statute of the state in which this Contract is delivered.

This is a Variable  Annuity  Contract with Annuity  Payments and Contract Values
increasing or  decreasing  depending on the  experience of the Variable  Account
which is set forth in the Contract Schedule.


Signed for Allianz Life Insurance Company of North America by:


   /s/                                       /s/
   Vice President and Secretary              President


                  INDIVIDUAL MULTIPLE PAYMENT VARIABLE ANNUITY
                                NON-PARTICIPATING


<PAGE>


                                TABLE OF CONTENTS


RIGHT TO EXAMINE........................................................1
CONTRACT SCHEDULE..................................................i-viii
DEFINITIONS.............................................................4
PURCHASE PAYMENTS.......................................................6
     PURCHASE PAYMENTS..................................................6
     CHANGE IN PURCHASE PAYMENTS........................................6
     NO DEFAULT.........................................................6
     ALLOCATION OF PURCHASE PAYMENTS....................................6
VARIABLE ACCOUNT........................................................6
     THE VARIABLE ACCOUNT...............................................6
     VALUATION OF ASSETS................................................6
     ACCUMULATION UNITS.................................................6
     ACCUMULATION UNIT VALUE............................................7
     NET INVESTMENT FACTOR..............................................7
     MORTALITY AND EXPENSE RISK CHARGE..................................7
     ADMINISTRATIVE CHARGE..............................................7
      DISTRIBUTION EXPENSE CHARGE.......................................7
     MORTALITY AND EXPENSE GUARANTEE....................................8
CONTRACT VALUE..........................................................8
CONTRACT MAINTENANCE CHARGE.............................................8
TRANSFERS...............................................................8
WITHDRAWAL  PROVISIONS..................................................9
     WITHDRAWALS........................................................9
     WITHDRAWAL CHARGE..................................................9
PROCEEDS PAYABLE ON DEATH..............................................10
     DEATH OF CONTRACT OWNER DURING THE ACCUMULATION PERIOD............10
     DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD...............10
     DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD..............10
     DEATH OF CONTRACT OWNER DURING THE ANNUITY PERIOD.................11
     DEATH OF ANNUITANT................................................11
     PAYMENT OF DEATH BENEFIT..........................................11
     BENEFICIARY.......................................................11
     CHANGE OF BENEFICIARY.............................................11
SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION...........................12
CONTRACT OWNER, ANNUITANT, ASSIGNMENT PROVISIONS.......................12
     CONTRACT OWNER....................................................12
     JOINT OWNER.......................................................12
     ANNUITANT.........................................................12
     ASSIGNMENT OF A CONTRACT..........................................12
ANNUITY PROVISIONS.....................................................13
     GENERAL...........................................................13
     FIXED ANNUITY.....................................................13
     VARIABLE ANNUITY..................................................13
     INCOME DATE.......................................................14
     SELECTION OF AN ANNUITY OPTION....................................14
     ANNUITY OPTIONS...................................................14
         OPTION 1 - LIFE ANNUITY.......................................14
         OPTION 2 - LIFE ANNUITY WITH MONTHLY PAYMENTS OVER 5, 10, 15,
         OR 20 YEARS GUARANTEED........................................14
         OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY....................15
         OPTION 4 - JOINT AND LAST SURVIVOR ANNUITY WITH MONTHLY
         PAYMENTS OVER 5, 10, 15, OR 20 YEARS GUARANTEED...............15
         OPTION 5 - REFUND LIFE ANNUITY................................16
         OPTION 6 - SPECIFIED PERIOD CERTAIN ANNUITY...................16
GENERAL PROVISIONS.....................................................16
     THE CONTRACT......................................................16
     NON-PARTICIPATING IN SURPLUS......................................16
     MISSTATEMENT OF AGE OR SEX........................................16
     CONTRACT SETTLEMENT................................. .............16
     REPORTS...........................................................17
     TAXES.............................................................17
     EVIDENCE OF SURVIVAL..............................................17
     PROTECTION OF PROCEEDS............................................17
     MODIFICATION OF CONTRACT..........................................17
     TABLE OF ANNUITY PAYMENT AMOUNTS..................................18


<PAGE>


                                CONTRACT SCHEDULE



CONTRACT OWNER: [John Doe]                     CONTRACT NUMBER:  [??687456]

JOINT OWNER:  [Jane Doe]                       ISSUE DATE:   [10/01/00]

ANNUITANT:  [John Doe]                         INCOME DATE:  [04/15/07]

JOINT ANNUITANT:  [Jane Doe]

PURCHASE PAYMENTS:
         INITIAL PURCHASE PAYMENT:             [$10,000]

         MINIMUM SUBSEQUENT
                  PURCHASE PAYMENT:            [None; Subsequent Purchase
                                               Payments can only be made within
                                               the first six months from the
                                               Issue Date.]

         MAXIMUM TOTAL
                  PURCHASE PAYMENTS:           [$1 million; higher amounts may
                                               be accepted with our prior
                                               approval]

         ALLOCATION GUIDELINES:
            [1.  Currently, you can select up to 10 of the Investment Options.
             2.  If allocations are made in percentages, whole numbers must be
                 used.]


INVESTMENT OPTIONS:
         VARIABLE ACCOUNT: [Allianz Life Variable Account B]

         Sub-Accounts   are   assigned   to  [six]   Investment   Classes.   The
         Sub-Accounts'  investment objective and strategy are taken into account
         to classify them into one of the following Investment Classes.

         [AGGRESSIVE GROWTH:]
                  [AIM V.I. CAPITAL APPRECIATION]
                  [ALGER AMERICAN LEVERAGED ALLCAP]
                  [ALGER AMERICAN SMALL CAPITALIZATION]
                  [FRANKLIN SMALL CAP]
                  [SELIGMAN GLOBAL TECHNOLOGY]
                  [SELIGMAN SMALL-CAP VALUE]

         [INTERNATIONAL GROWTH:]
                  [AIM V.I. INTERNATIONAL EQUITY]
                  [J.P. MORGAN INTERNATIONAL OPPORTUNITIES]
                  [MUTUAL DISCOVERY SECURITIES]
                  [OPPENHEIMER GLOBAL SECURITIES/VA]
                  [SP JENNISON INTERNATIONAL GROWTH]
                  [TEMPLETON DEVELOPING MARKETS SECURITIES]
                  [TEMPLETON GROWTH SECURITIES]
                  [TEMPLETON PACIFIC GROWTH SECURITIES]


<PAGE>



                  [USALLIANZ VIP GLOBAL OPPORTUNITIES]

         [DOMESTIC GROWTH:]
                  [AIM V.I. GROWTH]
                  [AIM V.I. VALUE]
                  [ALGER AMERICAN GROWTH]
                  [ALGER AMERICAN MIDCAP GROWTH]
                  [DAVIS VA FINANCIAL]
                  [DAVIS VA VALUE]
                  [SP STRATEGIC PARTNERS FOCUSED GROWTH]
                  [USALLIANZ VIP GROWTH]
                  [VAN KAMPEN LIT ENTERPRISE]

         [GROWTH AND INCOME:]
                  [DAVIS VA REAL ESTATE]
                  [FRANKLIN GROWTH AND INCOME SECURITIES]
                  [FRANKLIN RISING DIVIDENDS SECURITIES]
                  [J.P. MORGAN U.S. DISCIPLINED EQUITY]
                  [MUTUAL SHARES SECURITIES]
                  [OPPENHEIMER MAIN STREET GROWTH & INCOME/VA]
                  [PIMCO VIT STOCKS PLUS GROWTH AND INCOME]
                  [USALLIANZ VIP DIVERSIFIED ASSETS]
                  [VAN KAMPEN LIT GROWTH & INCOME]

         [BONDS:]
                  [FRANKLIN U.S. GOVERNMENT]
                  [OPPENHEIMER HIGH INCOME/VA]
                  [PIMCO VIT HIGH YIELD BOND]
                  [PIMCO VIT TOTAL RETURN BOND]

         [CONSERVATIVE FIXED INCOME:]
                  [USALLIANZ VIP FIXED INCOME]
                  [USALLIANZ VIP MONEY MARKET]

          [ALLIANZ LIFE GENERAL ACCOUNT]:
         --------------------------------
                  [ALLIANZ LIFE FIXED ACCOUNT]

[DIMENSIONS] ASSET ALLOCATION MODEL: If you have chosen to meet the requirements
of  this  model,  your  guaranteed  value  protection  charge  is  lower.  These
requirements are:

(1)  that a maximum  percentage  is allocated  into each  Investment  Class,  as
     follows:

o    [30%] maximum  percentage  can be allocated  into the  [Aggressive  Growth]
     Investment Class.

o    [20%] maximum percentage can be allocated into the  [International  Growth]
     Investment Class.

o    [60%]  maximum  percentage  can be  allocated  into the  [Domestic  Growth]


<PAGE>



     Investment Class.

(2)  that at least  [10%] is  allocated  into the  [Conservative  Fixed  Income]
     Investment Class (including the Allianz Life Fixed Account).

(3)  that quarterly  rebalancing occurs automatically on [March 20th, June 20th,
     September 20th and December 20th].

The maximum and minimum  percentages can be changed for future Contract Years by
the Company.  Within each Investment  Class, you can choose among the Investment
Options available.

You can terminate participation of the [Dimensions] Asset Allocation Model.

You can make  transfers  among the  Investment  Options  within each  Investment
Class.  If you  transfer  money from an  Investment  Option  within a particular
Investment Class to an Investment  Option within another  Investment  Class, you
will have moved out of the model.

You will receive notification after you have moved out of the [Dimensions] Asset
Allocation model. Within 60 calendar days of the transaction, you can request to
return to the [Dimensions]  Asset Allocation Model. After the 60-day period, you
will not be able to return to the [Dimensions] Asset Allocation Model.

MORTALITY AND EXPENSE RISK CHARGE: During the Accumulation Period, the mortality
and expense  risk  charge is equal on an annual  basis to [1.50%] of the average
daily net  assets of the  Variable  Account.  During  the  Annuity  Period,  the
mortality  and expense risk charge is equal on an annual basis to [1.50%] of the
average daily net assets of the Variable  Account.  We may decrease this charge,
but we may not increase it. [If you chose the Guaranteed Performance Accumulator
benefit and later terminate your benefit, your mortality and expense risk charge
will decrease by [.20%] after termination.]

ADMINISTRATIVE CHARGE: None

DISTRIBUTION EXPENSE CHARGE:  None

CONTRACT MAINTENANCE CHARGE: The contract maintenance charge is currently  [$40]
each Contract Year.

During the Accumulation Period, the contract maintenance charge will be deducted
from the Contract  Value the last day of each  Contract Year while this Contract
is in force.  If a total  withdrawal  is made on a date  other  than a  Contract
Anniversary  and your Contract  Value for the Valuation  Period during which the
total withdrawal is made is less than [$50,000];  the full contract  maintenance
charge  will be  deducted  at the time of the  total  withdrawal.  The  contract
maintenance  charge will be  deducted  from the  Investment  Options in the same
proportion that the amount of the Contract Value in each Investment Option bears
to the total Contract Value.

During the Annuity Period, the contract maintenance charge will be collected pro
rata from each Annuity Payment.


<PAGE>



If the  total  Contract  Value is at least  [$50,000],  we will not  assess  the
contract maintenance charge.

In the  event  you own more than one  Contract  of the same  type  issued by the
Company, we will determine the total Contract Value for all of the Contracts. If
the Contract  Owner is not a natural  person,  we will look to the  Annuitant in
determining the foregoing.


GUARANTEED VALUE PROTECTION CHARGE:
The guaranteed  value  protection  charge is a percentage of the Contract Value.
During the Accumulation  Period,  this charge will be deducted from the Contract
Value on the last day of each Contract Year while the Contract is in force.

The guaranteed  value  protection  charge varies depending on your Target Value.
The Target Value is defined in the first Contract Year as the Purchase  Payments
less any partial  withdrawals  accumulated  to the end of the Contract  Year. In
subsequent  Contract Years, the Target Value is the Contract Value at the end of
the prior Contract  Year,  less partial  withdrawals  made in the Contract Year,
accumulated to the end of the Contract  Year.  The annual rate for  accumulating
the Target Value is currently [10%], less the mortality and expense risk charge.
This rate is guaranteed for the first [ten] Contract Years. We reserve the right
to change this rate for Contract Years after the [tenth] year. We guarantee this
rate will never be less than 5%.

While the Guaranteed  Value Protection  Benefit is in effect,  the charge in any
Contract Year is:

A.)  If the  [Dimensions]  Asset  Allocation Model is selected and your Contract
     Value is greater than your Target Value,  the guaranteed  value  protection
     charge will be the percentage  excess of the Contract Value over the Target
     Value.  This  percentage  charge is currently  capped at [2%]. We guarantee
     that this percentage  charge cap will not be more than 5%. If we change the
     percentage  cap  charge,   it  will  be  effective  on  the  next  Contract
     Anniversary.  You will have 30 calendar days from the effective  date of an
     increase  in the  percentage  cap  charge to cancel  the  Guaranteed  Value
     Protection Benefit.

B.)  If the  [Dimensions]  Asset  Allocation  Model  is not  selected  and  your
     Contract  Value is greater than your Target  Value,  the  guaranteed  value
     protection charge will the percentage excess of the Contract Value over the
     Target Value. This percentage charge is currently capped at [3%].  However,
     if at the  beginning of any Contract  quarter  during the year,  your asset
     allocation meets the [Dimensions]  Asset Allocation Model requirements (but
     not necessarily  the quarterly  rebalancing  requirement),  this percentage
     charge  cap is  deemed  to be at [2%]  for  that  quarter.  At the  time of
     assessment of the charge, the average over the Contract Year is used as the
     percentage  cap. We guarantee that this  percentage  charge cap will not be
     more than 5%.

C.)  If the Target  Value is greater than or equal to the  Contract  Value,  the
     guaranteed value protection charge will be 0%.


<PAGE>



D.)  Beginning in the sixth Contract Year, if the average  Contract Value in the
     Contract Year is greater than [two] times the minimum value guarantee,  the
     guaranteed value protection charge will be 0%.

If the  Contract  is  terminated  for any  reason,  or when you elect to receive
Annuity Payments,  or when your guarantee account drops to zero or less, we will
deduct the guaranteed  value  protection  charge only for the period the benefit
was in effect during the Contract Year.

TRANSFERS:

         NUMBER OF  TRANSFERS  PERMITTED:  There are no limits on the  number of
         transfers  that can be made.  We reserve the right to change this,  but
         you will always be allowed at least 12 transfers in any Contract  Year.
         Currently, you are allowed [12] free transfers each Contract Year. This
         applies to transfers prior to and after the Income Date.

         TRANSFER  FEE:  For each  transfer  in  excess  of the  free  transfers
         permitted,  the transfer fee is [$25]. Transfers made at the end of the
         Right to Examine  period by us and any  transfers  made  pursuant  to a
         regularly  scheduled  transfer will not be counted in  determining  the
         application of the transfer fee.

         MINIMUM AMOUNT TO BE TRANSFERRED: [None]

WITHDRAWALS:

         WITHDRAWAL CHARGE:  During the Accumulation Period, a withdrawal charge
         is  assessed  against  Purchase  Payments  withdrawn.   The  charge  is
         calculated at the time of each withdrawal. For partial withdrawals, the
         charge is deducted  from the remaining  Contract  Value and is deducted
         from the Investment  Options in the same  proportion that the amount of
         withdrawal  from  the  Investment  Options  bears  to the  total of the
         partial  withdrawal.  The withdrawal charge is based upon the length of
         the time from the Issue Date. The withdrawal charges are as follows:

              [WITHDRAWAL CHARGE - DURING THE ACCUMULATION PERIOD:
                  (as a percentage of total Purchase Payments)

                        Number of Complete Contract
                        Years since Issue Date         Withdrawal Charge
                        ----------------------         ------------------
                               0                              8.0%
                               1                              7.0%
                               2                              7.0%
                               3                              6.0%
                               4                              5.0%
                               5                              4.0%
                               6                              3.0%
                               7 years or more                0.0%]

PARTIAL WITHDRAWAL PRIVILEGE: Each Contract Year, on a non-cumulative basis, you
can withdraw up to 10% of Purchase Payments during the first five Contract Years
without incurring a withdrawal  charge.  Beginning on the first day of the sixth
Contract Year and each Contract Year thereafter, you can withdraw up to [20%] of
Purchase Payments without incurring a withdrawal charge.

Complete  withdrawals  are assessed a withdrawal  charge on the full  Withdrawal
Charge Basis Amount with no reductions for the Partial Withdrawal Privilege.

MINIMUM PARTIAL WITHDRAWAL:  [None]

MINIMUM CONTRACT VALUE THAT MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL:  [None]

PARTIAL WITHDRAWAL EFFECT ON DEATH BENEFITS AFTER FIVE CONTRACT YEARS:

After the first five Contract Years, an adjusted partial  withdrawal is equal to
the sum of:

(1)  the partial withdrawal (including withdrawal charges), if the total partial
     withdrawals  (including  withdrawal  charges) in the  Contract  Year do not
     exceed [20% of the Net Adjusted Purchase Payments], and

(2)  the  partial  withdrawal  in excess of (1),  adjusted in the same manner as
     described for partial withdrawals in the first five Contract Years.

PARTIAL  WITHDRAWAL EFFECT ON THE GUARANTEED VALUE PROTECTION BENEFIT AFTER FIVE
CONTRACT YEARS:

After the first five Contract  Years,  a Guaranteed  Value  Protection  adjusted
partial withdrawal is equal to the sum of:

(1)  the partial withdrawal (including withdrawal charges), if the total partial
     withdrawals  (including  withdrawal  charges) in the  Contract  Year do not
     exceed [20% of the Guaranteed Value Protection value], and

(2)  the  partial  withdrawal  in excess of (1),  adjusted in the same manner as
     described for partial withdrawals in the first five Contract Years.

AMOUNT AVAILABLE FOR ANNUITY PAYMENTS:  For [Options 1 through 5]: [105%] of the
greater of the Contract  Value or the  guarantee  account  under the  Guaranteed
Value  Protection  Benefit,  the result less any applicable  Premium Tax and the
guaranteed value protection charge.

For Fixed Annuity  Option 6: The greater of the Adjusted  Contract  Value or the
guarantee account under the Guaranteed Value Protection Benefit, the result less
any applicable Premium Tax and the guaranteed value protection charge.

For Variable Annuity Option 6:  The Adjusted Contract Value.

EARLIEST  INCOME  DATE:  [The first day of the  calendar  month  after the fifth
Contract Anniversary.]



<PAGE>



NUMBER OF YEARS BEFORE A PARTIAL  LIQUIDATION  IS AVAILABLE ON ANNUITY  OPTION 2
AND 4: [5 years from the Income Date].

COMMUTATION  FEE  APPLICABLE  TO ANNUITY  OPTIONS 2 AND 4 - DURING  THE  ANNUITY
PERIOD (as a percentage of amount liquidated):

              ------------------------------- ----------------------
              [Complete Years Since Income    Commutation Fee
              Date
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              5                               7%
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              6                               6%
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              7                               5%
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              8                               4%
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              9                               3%
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              10                              2%
              ------------------------------- ----------------------
              ------------------------------- ----------------------
              Over 11                         1%]
              ------------------------------- ----------------------


MAXIMUM CUMULATIVE  PERCENTAGE FOR PARTIAL LIQUIDATION FOR ANNUITY OPTIONS 2 AND
4: [75%]

WITHDRAWAL CHARGE APPLICABLE TO ANNUITY OPTION 6 - DURING THE ANNUITY PERIOD (as
a percentage of amount liquidated):

              ------------------------------- -------------------------
              [Number of  Complete  Contract  Withdrawal Charge
              Years since Issue Date
              ------------------------------- -------------------------
              ------------------------------- -------------------------
              5                               4.0%
              ------------------------------- -------------------------
              ------------------------------- -------------------------
              6                               3.0%
              ------------------------------- -------------------------
              ------------------------------- -------------------------
              Over 7                          0.0%]
              ------------------------------- -------------------------


<PAGE>




ASSUMED INVESTMENT RETURN:  [5%]

FIXED ACCOUNT INITIAL RATE:  [3%]
         We guarantee this rate for one year from the Issue Date.


RIDERS ATTACHED TO THIS CONTRACT:

         [Declared Interest Rate Fixed Account Endorsement]
         [Double Principal Guaranteed Minimum Death Benefit Endorsement]
         [Guaranteed Performance Accumulator Benefit Endorsement]
         [Earnings Protection Guaranteed Minimum Death Benefit Endorsement]
         [403 (b) Endorsement]
         [Guaranteed  Principal  Protector Benefit  Endorsement]  [Group Pension
         Plan  Death  Benefit   Endorsement]   [Individual   Retirement  Annuity
         Endorsement] [Pension Plan and Profit Sharing Plan Endorsement] [Return
         of  Principal  Guaranteed  Minimum  Death  Benefit  Endorsement]  [Roth
         Individual Retirement Annuity Endorsement] [Unisex Endorsement] [Waiver
         of Withdrawal Charge Endorsement]

SERVICE OFFICE:   [USALLIANZ] SERVICE CENTER
                            [300 Berwyn Park
                            P.O. Box 3031
                            Berwyn, PA 19312-0031
                            800-624-0197]


S20225



                                CONTRACT SCHEDULE


CONTRACT OWNER: [John Doe]                     CONTRACT NUMBER:  [??687456]

JOINT OWNER:  [Jane Doe]                       ISSUE DATE:   [10/01/00]

ANNUITANT:  [John Doe]                         INCOME DATE:  [04/15/07]

JOINT ANNUITANT:  [Jane Doe]

PURCHASE PAYMENTS:
         INITIAL PURCHASE PAYMENT:             [$10,000]

         MINIMUM SUBSEQUENT
                  PURCHASE PAYMENT:            [None;  Subsequent  Purchase
                                               Payments can only be made within
                                               the first six months from the


<PAGE>



                                               Issue Date.]

         MAXIMUM TOTAL
                  PURCHASE PAYMENTS:           [$1 million; higher amounts may
                                               be accepted with our prior
                                               approval]

         ALLOCATION GUIDELINES:
            [1.  Currently, you can select up to 10 of the Investment Options.
             2.  If allocations are made in percentages, whole numbers must be
                 used.]


INVESTMENT OPTIONS:
         VARIABLE ACCOUNT: [Allianz Life Variable Account B]

         Sub-Accounts   are   assigned   to  [six]   Investment   Classes.   The
         Sub-Accounts'  investment objective and strategy are taken into account
         to classify them into one of the following Investment Classes.

         [AGGRESSIVE GROWTH:]
                  [AIM V.I. CAPITAL APPRECIATION]
                  [ALGER AMERICAN LEVERAGED ALLCAP]
                  [ALGER AMERICAN SMALL CAPITALIZATION]
                  [FRANKLIN SMALL CAP]
                  [SELIGMAN GLOBAL TECHNOLOGY]
                  [SELIGMAN SMALL-CAP VALUE]

         [INTERNATIONAL GROWTH:]
                  [AIM V.I. INTERNATIONAL EQUITY]
                  [J.P. MORGAN INTERNATIONAL OPPORTUNITIES]
                  [MUTUAL DISCOVERY SECURITIES]
                  [OPPENHEIMER GLOBAL SECURITIES/VA]
                  [SP JENNISON INTERNATIONAL GROWTH]
                  [TEMPLETON DEVELOPING MARKETS SECURITIES]
                  [TEMPLETON GROWTH SECURITIES]
                  [TEMPLETON PACIFIC GROWTH SECURITIES]
                  [USALLIANZ VIP GLOBAL OPPORTUNITIES]

         [DOMESTIC GROWTH:]
                  [AIM V.I. GROWTH]
                  [AIM V.I. VALUE]
                  [ALGER AMERICAN GROWTH]
                  [ALGER AMERICAN MIDCAP GROWTH]
                  [DAVIS VA FINANCIAL]
                  [DAVIS VA VALUE]
                  [SP STRATEGIC PARTNERS FOCUSED GROWTH]
                  [USALLIANZ VIP GROWTH]
                  [VAN KAMPEN LIT ENTERPRISE]

         [GROWTH AND INCOME:]
                  [DAVIS VA REAL ESTATE]


<PAGE>



                  [FRANKLIN GROWTH AND INCOME SECURITIES]
                  [FRANKLIN RISING DIVIDENDS SECURITIES]
                  [J.P. MORGAN U.S. DISCIPLINED EQUITY]
                  [MUTUAL SHARES SECURITIES]
                  [OPPENHEIMER MAIN STREET GROWTH & INCOME/VA]
                  [PIMCO VIT STOCKS PLUS GROWTH AND INCOME]
                  [USALLIANZ VIP DIVERSIFIED ASSETS]
                  [VAN KAMPEN LIT GROWTH & INCOME]

         [BONDS:]
                  [FRANKLIN U.S. GOVERNMENT]
                  [OPPENHEIMER HIGH INCOME/VA]
                  [PIMCO VIT HIGH YIELD BOND]
                  [PIMCO VIT TOTAL RETURN BOND]

         [CONSERVATIVE FIXED INCOME:]
                  [USALLIANZ VIP FIXED INCOME]
                  [USALLIANZ VIP MONEY MARKET]

          [ALLIANZ LIFE GENERAL ACCOUNT]:
         --------------------------------
                  [ALLIANZ LIFE FIXED ACCOUNT]

[DIMENSIONS] ASSET ALLOCATION MODEL: If you have chosen to meet the requirements
of  this  model,  your  guaranteed  value  protection  charge  is  lower.  These
requirements are:

(1)  that a maximum  percentage  is allocated  into each  Investment  Class,  as
     follows:

o    [30%] maximum  percentage  can be allocated  into the  [Aggressive  Growth]
     Investment Class.

o    [20%] maximum percentage can be allocated into the  [International  Growth]
     Investment Class.

o    [60%]  maximum  percentage  can be  allocated  into the  [Domestic  Growth]
     Investment Class.


(2)  that at least  [10%] is  allocated  into the  [Conservative  Fixed  Income]
     Investment Class (including the Allianz Life Fixed Account).

(3)  that quarterly  rebalancing occurs automatically on [March 20th, June 20th,
     September 20th and December 20th].

The maximum and minimum  percentages can be changed for future Contract Years by
the Company.  Within each Investment  Class, you can choose among the Investment
Options available.

You can terminate participation of the [Dimensions] Asset Allocation Model.



<PAGE>



You can make  transfers  among the  Investment  Options  within each  Investment
Class.  If you  transfer  money from an  Investment  Option  within a particular
Investment Class to an Investment  Option within another  Investment  Class, you
will have moved out of the model.

You will receive notification after you have moved out of the [Dimensions] Asset
Allocation model. Within 60 calendar days of the transaction, you can request to
return to the [Dimensions]  Asset Allocation Model. After the 60-day period, you
will not be able to return to the [Dimensions] Asset Allocation Model.

MORTALITY AND EXPENSE RISK CHARGE: During the Accumulation Period, the mortality
and expense  risk  charge is equal on an annual  basis to [1.50%] of the average
daily net  assets of the  Variable  Account.  During  the  Annuity  Period,  the
mortality  and expense risk charge is equal on an annual basis to [1.50%] of the
average daily net assets of the Variable  Account.  We may decrease this charge,
but we may not increase it.

ADMINISTRATIVE CHARGE: None

DISTRIBUTION EXPENSE CHARGE:  None

CONTRACT  MAINTENANCE CHARGE: The contract maintenance charge is currently [$40]
each Contract Year.

During the Accumulation Period, the contract maintenance charge will be deducted
from the Contract  Value the last day of each  Contract Year while this Contract
is in force.  If a total  withdrawal  is made on a date  other  than a  Contract
Anniversary  and your Contract  Value for the Valuation  Period during which the
total withdrawal is made is less than [$50,000];  the full contract  maintenance
charge  will be  deducted  at the time of the  total  withdrawal.  The  contract
maintenance  charge will be  deducted  from the  Investment  Options in the same
proportion that the amount of the Contract Value in each Investment Option bears
to the total Contract Value.

During the Annuity Period, the contract maintenance charge will be collected pro
rata from each Annuity Payment.

If the  total  Contract  Value is at least  [$50,000],  we will not  assess  the
contract maintenance charge.

In the  event  you own more than one  Contract  of the same  type  issued by the
Company, we will determine the total Contract Value for all of the Contracts. If
the Contract  Owner is not a natural  person,  we will look to the  Annuitant in
determining the foregoing.


GUARANTEED VALUE PROTECTION CHARGE:
The guaranteed  value  protection  charge is a percentage of the Contract Value.
During the Accumulation  Period,  this charge will be deducted from the Contract
Value on the last day of each Contract Year while the Contract is in force.

The guaranteed value protection charge varies depending on your Target Value.


<PAGE>



The Target Value is defined in the first Contract Year as the Purchase  Payments
less any partial  withdrawals  accumulated  to the end of the Contract  Year. In
subsequent  Contract Years, the Target Value is the Contract Value at the end of
the prior Contract  Year,  less partial  withdrawals  made in the Contract Year,
accumulated to the end of the Contract  Year.  The annual rate for  accumulating
the Target Value is currently [10%], less the mortality and expense risk charge.
This rate is guaranteed for the first [ten] Contract Years. We reserve the right
to change this rate for Contract Years after the [tenth] year. We guarantee this
rate will never be less than 5%.

While the Guaranteed  Value Protection  Benefit is in effect,  the charge in any
Contract Year is:

A.)            If the  [Dimensions]  Asset Allocation Model is selected and your
               Contract Value is greater than your Target Value,  the guaranteed
               value  protection  charge  will be the  percentage  excess of the
               Contract Value over the Target Value.  This percentage  charge is
               currently  capped at [2%].  We  guarantee  that  this  percentage
               charge cap will not be more than 5%. If we change the  percentage
               cap  charge,   it  will  be  effective   on  the  next   Contract
               Anniversary.  You will have 30 calendar  days from the  effective
               date of an  increase in the  percentage  cap charge to cancel the
               Guaranteed Value Protection Benefit.

B.)            If the  [Dimensions]  Asset  Allocation Model is not selected and
               your  Contract  Value is  greater  than your  Target  Value,  the
               guaranteed value protection  charge will the percentage excess of
               the Contract Value over the Target Value.  This percentage charge
               is currently capped at [3%].  However, if at the beginning of any
               Contract quarter during the year, your asset allocation meets the
               [Dimensions]   Asset  Allocation  Model   requirements  (but  not
               necessarily   the  quarterly   rebalancing   requirement),   this
               percentage  charge cap is deemed to be at [2%] for that  quarter.
               At the time of  assessment  of the charge,  the average  over the
               Contract Year is used as the  percentage  cap. We guarantee  that
               this percentage charge cap will not be more than 5%.

C.)            If the Target Value is greater than or equal to the Contract
               Value, the guaranteed value protection charge will be 0%.

D.)            Beginning in the sixth  Contract  Year,  if the average  Contract
               Value in the  Contract  Year is  greater  than  [two]  times  the
               minimum value guarantee,  the guaranteed value protection  charge
               will be 0%.

If the  Contract  is  terminated  for any  reason,  or when you elect to receive
Annuity Payments,  or when your guarantee account drops to zero or less, we will
deduct the guaranteed  value  protection  charge only for the period the benefit
was in effect during the Contract Year.

TRANSFERS:



<PAGE>



         NUMBER OF  TRANSFERS  PERMITTED:  There are no limits on the  number of
         transfers  that can be made.  We reserve the right to change this,  but
         you will always be allowed at least 12 transfers in any Contract  Year.
         Currently, you are allowed [12] free transfers each Contract Year. This
         applies to transfers prior to and after the Income Date.

         TRANSFER  FEE:  For each  transfer  in  excess  of the  free  transfers
         permitted,  the transfer fee is [$25]. Transfers made at the end of the
         Right to Examine  period by us and any  transfers  made  pursuant  to a
         regularly  scheduled  transfer will not be counted in  determining  the
         application of the transfer fee.

         MINIMUM AMOUNT TO BE TRANSFERRED: [None]

WITHDRAWALS:

         WITHDRAWAL CHARGE:  During the Accumulation Period, a withdrawal charge
         is  assessed  against  Purchase  Payments  withdrawn.   The  charge  is
         calculated at the time of each withdrawal. For partial withdrawals, the
         charge is deducted  from the remaining  Contract  Value and is deducted
         from the Investment  Options in the same  proportion that the amount of
         withdrawal  from  the  Investment  Options  bears  to the  total of the
         partial  withdrawal.  The withdrawal charge is based upon the length of
         the time from the Issue Date. The withdrawal charges are as follows:

              [WITHDRAWAL CHARGE - DURING THE ACCUMULATION PERIOD:
                  (as a percentage of total Purchase Payments)

                           Number of Complete Contract
                          Years since Issue Date        Withdrawal Charge
                          ----------------------        ------------------
                                  0                           8.0%
                                  1                           7.0%
                                  2                           7.0%
                                  3                           6.0%
                                  4                           5.0%
                                  5                           4.0%
                                  6                           3.0%
                                  7 years or more             0.0%]

PARTIAL WITHDRAWAL PRIVILEGE: Each Contract Year, on a non-cumulative basis, you
can withdraw up to 10% of Purchase Payments during the first five Contract Years
without incurring a withdrawal  charge.  Beginning on the first day of the sixth
Contract Year and each Contract Year thereafter, you can withdraw up to [20%] of
Purchase Payments without incurring a withdrawal charge.

Complete  withdrawals  are assessed a withdrawal  charge on the full  Withdrawal
Charge Basis Amount with no reductions for the Partial Withdrawal Privilege.

MINIMUM PARTIAL WITHDRAWAL:  [None]

MINIMUM CONTRACT VALUE THAT MUST REMAIN IN THE CONTRACT AFTER A PARTIAL


<PAGE>



WITHDRAWAL:  [None]

PARTIAL WITHDRAWAL EFFECT ON DEATH BENEFITS AFTER FIVE CONTRACT YEARS:

After the first five Contract Years, an adjusted partial  withdrawal is equal to
the sum of:

(1)  the partial withdrawal (including withdrawal charges), if the total partial
     withdrawals  (including  withdrawal  charges) in the  Contract  Year do not
     exceed [20% of the Net Adjusted Purchase Payments], and

(2)  the  partial  withdrawal  in excess of (1),  adjusted in the same manner as
     described for partial withdrawals in the first five Contract Years.

PARTIAL  WITHDRAWAL EFFECT ON THE GUARANTEED VALUE PROTECTION BENEFIT AFTER FIVE
CONTRACT YEARS:

After the first five Contract  Years,  a Guaranteed  Value  Protection  adjusted
partial withdrawal is equal to the sum of:

(1)  the partial withdrawal (including withdrawal charges), if the total partial
     withdrawals  (including  withdrawal  charges) in the  Contract  Year do not
     exceed [20% of the Guaranteed Value Protection value], and

(2)  the  partial  withdrawal  in excess of (1),  adjusted in the same manner as
     described for partial withdrawals in the first five Contract Years.

AMOUNT AVAILABLE FOR ANNUITY PAYMENTS:  For [Options 1 through 5]: [105%] of the
greater of the Contract  Value or the  guarantee  account  under the  Guaranteed
Value  Protection  Benefit,  the result less any applicable  Premium Tax and the
guaranteed value protection charge.

For Fixed Annuity  Option 6: The greater of the Adjusted  Contract  Value or the
guarantee account under the Guaranteed Value Protection Benefit, the result less
any applicable Premium Tax and the guaranteed value protection charge.

For Variable Annuity Option 6:  The Adjusted Contract Value.

EARLIEST INCOME DATE:  [The first day of the calendar month after the fifth
Contract Anniversary.]

NUMBER OF YEARS BEFORE A PARTIAL LIQUIDATION IS AVAILABLE ON ANNUITY OPTION 2
AND 4:  [5 years from the Income Date].


COMMUTATION  FEE  APPLICABLE  TO ANNUITY  OPTIONS 2 AND 4 - DURING  THE  ANNUITY
PERIOD (as a percentage of amount liquidated):

                          ------------------------------- ----------------------
                            [Complete Years Since Income    Commutation Fee
                            Date
                          ------------------------------- ----------------------

                          ------------------------------- ----------------------
                            5                               7%
                          ------------------------------- ----------------------
                          ------------------------------- ----------------------
                            6                               6%
                          ------------------------------- ----------------------
                          ------------------------------- ----------------------
                            7                               5%
                          ------------------------------- ----------------------
                          ------------------------------- ----------------------
                            8                               4%
                          ------------------------------- ----------------------
                          ------------------------------- ----------------------
                            9                               3%
                          ------------------------------- ----------------------
                          ------------------------------- ----------------------
                            10                              2%
                          ------------------------------- ----------------------
                          ------------------------------- ----------------------
                            Over 11                         1%]
                          ------------------------------- ----------------------


MAXIMUM CUMULATIVE PERCENTAGE FOR PARTIAL LIQUIDATION FOR ANNUITY OPTIONS 2 AND
4:  [75%]

WITHDRAWAL CHARGE APPLICABLE TO ANNUITY OPTION 6 - DURING THE ANNUITY PERIOD (as
a percentage of amount liquidated):

                        ------------------------------ -------------------------
                        [Number of  Complete  Contract  Withdrawal Charge
                        Years since Issue Date
                        ------------------------------ -------------------------
                        ------------------------------ -------------------------
                            5                               4.0%
                        ------------------------------ -------------------------
                        ------------------------------ -------------------------
                            6                               3.0%
                        ------------------------------ -------------------------
                        ------------------------------ -------------------------
                            Over 7                          0.0%]
                        ------------------------------ -------------------------


ASSUMED INVESTMENT RETURN:  [5%]

FIXED ACCOUNT INITIAL RATE:  [3%]
         We guarantee this rate for one year from the Issue Date.


RIDERS ATTACHED TO THIS CONTRACT:



<PAGE>



         [Declared Interest Rate Fixed Account Endorsement]
         [Double Principal Guaranteed Minimum Death Benefit Endorsement]
         [Earnings Protection Guaranteed Minimum Death Benefit Endorsement]
         [403 (b) Endorsement]
         [Guaranteed  Principal  Protector Benefit  Endorsement]  [Group Pension
         Plan  Death  Benefit   Endorsement]   [Individual   Retirement  Annuity
         Endorsement] [Pension Plan and Profit Sharing Plan Endorsement] [Return
         of  Principal  Guaranteed  Minimum  Death  Benefit  Endorsement]  [Roth
         Individual Retirement Annuity Endorsement] [Unisex Endorsement] [Waiver
         of Withdrawal Charge Endorsement]

SERVICE OFFICE:   [USALLIANZ] SERVICE CENTER
                            [300 Berwyn Park
                            P.O. Box 3031
                            Berwyn, PA 19312-0031
                            800-624-0197]

S20217





                                   DEFINITIONS


ACCUMULATION PERIOD:  The period prior to the Income Date.

ACCUMULATION UNIT:  An accounting unit of measure used to calculate the Contract
Value prior to the Income Date.

ADJUSTED  CONTRACT  VALUE:  The Contract  Value less any  applicable Premium Tax
and any  applicable charges.  This amount is used to determine the death benefit
or the initial Annuity Payment.

AGE:  Age on last birthday unless otherwise specified.

ANNUITANT(S):  The natural person(s) upon whose continuation of life any Annuity
Payment involving life contingencies depends. You may change the Annuitant(s) at
any time prior to the Income Date unless the Contract Owner is a non-individual.

ANNUITY OPTION:  An arrangement under which Annuity Payments are made under this
Contract.

ANNUITY  PAYMENTS:  The series of payments  made to you or any named payee after
the Income Date under the Annuity Option selected.

ANNUITY  PERIOD:  The period of time  beginning  on the Income Date during which
Annuity Payments are made.



<PAGE>



ANNUITY  RESERVE:  The assets which support the Annuity Option you have selected
during the Annuity Period.

ANNUITY UNIT: An accounting unit of measure used to calculate  variable  Annuity
Payments after the Income Date.

ASSUMED INVESTMENT RETURN: The investment return upon which the variable Annuity
Payments in the Contract are based.

AUTHORIZED REQUEST: A request,  in a form satisfactory to the Company,  which is
received by the Service Center.

BENEFICIARY:  The  person(s) or  entity(ies)  who will receive any death benefit
payable under this Contract.

COMMUTATION  FEE: A fee assessed  after the Income Date by the Company  equal to
the percentage of the amount liquidated as shown on the Contract Schedule.

COMPANY:  Allianz Life Insurance Company of North America.

CONTRACT ANNIVERSARY:  An anniversary of the Issue Date of this Contract.

CONTRACT OWNER:  The person(s) or entity(ies)  entitled to the ownership  rights
stated in this Contract.  If Joint Owners are named,  all references to Contract
Owner shall mean the Joint Owners.

CONTRACT VALUE:  The Contract Value as of any Valuation Date.

CONTRACT YEAR: Any period of twelve (12) months  commencing  with the Issue Date
and each Contract Anniversary thereafter.

GENERAL ACCOUNT: Our general investment account which contains all the assets of
the Company  with the  exception of the  Variable  Account and other  segregated
asset accounts.

INCOME DATE:  The date on which Annuity Payments are to begin.

INVESTMENT OPTION(S):  Those investments  available under the Contract.  Current
Investment Options are shown on the Contract Schedule.

ISSUE DATE: The date shown on the Contract  Schedule on which the first Contract
Year begins.

JOINT OWNER: If there is more than one Contract Owner, each Contract Owner shall
be a Joint Owner of the Contract.  Joint Owners have equal ownership  rights and
must both authorize any exercising of those  ownership  rights unless  otherwise
allowed by us. Any Joint Owner must be the spouse of the other  Contract  Owner,
unless limited by state law.

LIQUIDATION  VALUE:  The  present  value of any  remaining  guaranteed  variable
Annuity Payments, based on their current value, after the Income Date to the end
of the period certain commuted at the Assumed Investment Return.


<PAGE>



NET  ASSET  VALUE:  The  value  of a share  of the  underlying  fund,  less  any
investment  management  and  portfolio  administration  fees and expenses of the
underlying  fund,  held by the  Sub-Account,  as of the  close of  trading  on a
Valuation Date.

NET  ADJUSTED  PURCHASE  PAYMENTS:   Purchase  Payments  less  adjusted  partial
withdrawals made within the first five Contract Years.

PREMIUM  TAX:  Any premium  taxes owed to any  governmental  entity and assessed
against Purchase Payments or Contract Value.

PURCHASE PAYMENT:  A payment made toward this Contract.

SERVICE CENTER:  The office indicated on the Contract  Schedule of this Contract
to which notices, requests and Purchase Payments must be sent.

SUB-ACCOUNT:  Variable Account assets are divided into Sub-Accounts. The current
Sub-Accounts are shown on the Contract Schedule.

VALUATION  DATE: The Variable  Account will be valued each day that the New York
Stock Exchange is open for trading.

VALUATION PERIOD: The period commencing at the close of business of the New York
Stock  Exchange on each  Valuation  Date and ending at the close of business for
the next succeeding Valuation Date.

VARIABLE ACCOUNT:  A separate account maintained by us in which a portion of our
assets has been  allocated  for this and certain  other  contracts.  It has been
designated on the Contract Schedule.

WITHDRAWAL  CHARGE BASIS AMOUNT:  All Purchase  Payments less Purchase  Payments
(including any withdrawal charges) previously withdrawn.


                                PURCHASE PAYMENTS

PURCHASE  PAYMENTS:  The initial  Purchase  Payment is due on the Issue Date. We
reserve  the right to decline  any  Purchase  Payment.  The  minimum  subsequent
Purchase  Payment and the maximum total Purchase  Payments  allowed are shown on
the Contract Schedule.

CHANGE IN PURCHASE PAYMENTS:  You may elect to increase or decrease or to change
the frequency of Purchase Payments as set forth in the Contract Schedule.

NO DEFAULT: Unless a full withdrawal is made, this Contract remains in force and
will not be in default if no additional Purchase Payments are made.

ALLOCATION OF PURCHASE PAYMENTS:  Purchase Payments are allocated to one or more
of the Investment  Options in accordance with your selection.  The allocation of
the initial  Purchase  Payment is made in accordance with your selection made at
the Issue Date. Unless you inform us otherwise, subsequent Purchase Payments are
allocated in the same manner as the initial Purchase Payment. However, the


<PAGE>



Company has reserved the right to allocate the initial  Purchase  Payment to the
Money Market  Sub-Account  until the expiration of the Right to Examine  period.
All  allocations of Purchase  Payments are subject to the Allocation  Guidelines
shown on the Contract Schedule.  We guarantee that you will be allowed to select
at least five Investment Options for such allocations.


                                VARIABLE ACCOUNT

THE  VARIABLE  ACCOUNT:  The  Variable  Account is  designated  on the  Contract
Schedule.  It consists of assets we have set aside and have kept  separate  from
the rest of our assets and those of our other separate  accounts.  The assets of
the Variable  Account,  equal to reserves and other liabilities of your Contract
and those of other Contract Owners, will not be charged with liabilities arising
out of any other business we may conduct.

The  Variable  Account  assets are  divided  into  Sub-Accounts  as shown on the
Contract Schedule. We may add additional Sub-Accounts to those shown. You may be
permitted to transfer your Contract Value or allocate  Purchase  Payments to the
additional   Sub-Accounts.   However,  the  right  to  make  such  transfers  or
allocations will be limited by any terms and conditions we may impose.

Should the shares of any  Sub-Account  become  unavailable for investment by the
Variable  Account,  or our Board of Directors  deems  further  investment in the
shares inappropriate, we may limit further purchase of such shares or substitute
shares of another Sub-Account for shares already purchased.

VALUATION OF ASSETS:  Assets of the underlying fund of each  Sub-Account will be
valued at their Net Asset Value on each Valuation Date.

ACCUMULATION UNITS:  Accumulation Units shall be used to account for all amounts
allocated to or withdrawn  from the  Sub-Accounts  of the Variable  Account as a
result of Purchase Payments,  withdrawals,  transfers,  or fees and charges.  We
will determine the number of  Accumulation  Units of a Sub-Account  purchased or
canceled.  This will be done by dividing the amount  allocated to (or the amount
withdrawn from) the Sub-Account by the dollar value of one Accumulation  Unit of
the  Sub-Account  as of  the  end of  the  Valuation  Period  during  which  the
transaction is processed at the Service Center.  Purchase Payments,  withdrawals
and  transfers  from or to a  Sub-Account  will result in the addition of or the
cancellation of Accumulation Units in a Sub-Account.

ACCUMULATION  UNIT VALUE: The  Accumulation  Unit value for each Sub-Account was
initially  arbitrarily  set.  Subsequent   Accumulation  Unit  values  for  each
Sub-Account  are determined by multiplying the  Accumulation  Unit value for the
immediately  preceding  Valuation  Period by the net  investment  factor for the
Sub-Account for the current period.

The  Accumulation  Unit value may increase or decrease from Valuation  Period to
Valuation Period.

NET  INVESTMENT  FACTOR:  The net  investment  factor  for each  Sub-Account  is
determined by dividing A by B and multiplying by (1 - C) where:


<PAGE>



A       is (i) the Net Asset Value per share of the underlying  fund held by the
        Sub-Account at the end of the current Valuation Period; plus

        (ii) any dividend or capital gains per share  declared on behalf of such
        underlying  fund held by the  Sub-Account  that has an ex-dividend  date
        within the current Valuation Period.

B       is the Net  Asset  Value per  share of the  underlying  fund held by the
        Sub-Account for the immediately preceding Valuation Period.

C       is (i) the Valuation Period equivalent of the mortality and expense risk
        charge, the administrative  charge and the distribution  expense charge,
        if any, which are shown on the Contract Schedule; plus

        (ii) a charge  factor,  if any, for any taxes or any tax reserve we have
        established  as  a  result  of  the  operation  or  maintenance  of  the
        Sub-Account.

MORTALITY AND EXPENSE RISK CHARGE:  Each Valuation Period, we deduct a mortality
and expense risk charge from the Variable  Account which is equal,  on an annual
basis, to the amount shown on the Contract  Schedule.  The mortality and expense
risk charge compensates the Company for assuming the mortality and expense risks
under this Contract.

ADMINISTRATIVE CHARGE: Each Valuation Period, we deduct an administrative charge
from the Variable  Account  which is equal,  on an annual  basis,  to the amount
shown on the Contract Schedule. The administrative charge compensates us for the
costs  associated  with the  administration  of this  Contract  and the Variable
Account.

DISTRIBUTION  EXPENSE CHARGE:  Each Valuation  Period,  we deduct a distribution
expense charge from the Variable  Account which is equal, on an annual basis, to
the amount shown on the  Contract  Schedule.  The  distribution  expense  charge
compensates the Company for costs associated with the distribution of Contracts.

MORTALITY  AND EXPENSE  GUARANTEE:  We guarantee  that the dollar amount of each
Annuity  Payment after the first will not be affected by variations in mortality
or expense experience.

                                 CONTRACT VALUE

The Contract  Value for any Valuation  Period is equal to the total dollar value
accumulated under this Contract in all of the Investment  Options.  The Contract
Value in a Sub-Account of the Variable  Account is determined by multiplying the
number of Accumulation Units by the Accumulation Unit value.


                           CONTRACT MAINTENANCE CHARGE

We deduct an annual contract  maintenance charge shown on the Contract Schedule.
Prior to the Income Date,  this will be deducted  from the Contract  Value.  The
number of Accumulation Units to be canceled from each applicable Investment


<PAGE>



Option is in the ratio  that the value of each  Investment  Option  bears to the
total Contract Value. After the Income Date, the contract  maintenance charge is
deducted from the Annuity Payment.


                                    TRANSFERS

You may  transfer  all or a part of your  interest  in an  Investment  Option to
another Investment Option. We reserve the right to charge for transfers if there
are more than the number of free transfers shown on the Contract  Schedule.  All
transfers are subject to the following:

1.   The  deduction  of any  transfer  fee that may be  imposed  as shown on the
     Contract  Schedule.  The transfer fee will be deducted from the  Investment
     Option  from  which  the  transfer  is made.  If the  entire  amount in the
     Investment  Option is  transferred,  then the transfer fee will be deducted
     from the  amount  transferred.  If there  are  multiple  source  Investment
     Options, it will be treated as a single transfer.  Any transfer fee will be
     deducted proportionally from the source Investment Options if less than the
     entire amount in the Investment Option is transferred.

2.   We reserve the right to limit  transfers  until the expiration of the Right
     to Examine period.

3.   The  minimum  amount  which  can be  transferred  is shown on the  Contract
     Schedule.

4.   No transfer will be effective  within seven calendar days prior to the date
     on which the first Annuity Payment is due.

5.   Any transfer direction must clearly specify:

     a.       the amount which is to be transferred; and

     b.       the Investment Options which are to be affected.

6.   After the  Income  Date,  transfers  may not be made  from a fixed  Annuity
     Option to a variable Annuity Option.

7.   After the Income  Date,  you can make  transfers  from a  variable  Annuity
     Option to a fixed Annuity Option. The number of Annuity Units canceled from
     the  variable  Annuity  Option  will be equal in value to the amount of the
     Annuity  Reserve  transferred  out  of the  Variable  Account.  The  amount
     transferred  will purchase fixed Annuity  Payments under the Annuity Option
     in effect and based on the Age and sex of the Annuitant,  where allowed, at
     the time of the transfer.

8.   Your right to make transfers is subject to  modification if we determine in
     our sole  opinion,  that the exercise of the right by one or more  Contract
     Owners  is, or would  be, to the  disadvantage  of other  Contract  Owners.
     Restrictions  may be applied in any manner  reasonably  designed to prevent
     any use of the transfer right which we consider to be to the disadvantage


<PAGE>



     of other Contract Owners.  A modification  could be applied to transfers to
     or from one or more of the Investment  Options,  and could include,  but is
     not limited to:

     a.       the requirement of a minimum time period between each transfer;

     b.       not accepting a transfer request from an agent acting under a
              power of attorney on behalf of more than one Contract Owner; or

     c.       limiting the dollar amount that may be transferred between the
              Investment Options by a Contract Owner at any one time;

9.   We reserve the right at any time and without  prior  notice to any party to
     modify the transfer  provisions  described above.  However, if we do modify
     these  provisions,  we guarantee that they will not be any more restrictive
     than the above.

If you elect to use this transfer privilege, we will not be liable for transfers
made in accordance with your  instructions.  All amounts and Accumulation  Units
will be  determined  as of the end of the  Valuation  Period  during  which  the
request for transfer is received at the Service Center.


                              WITHDRAWAL PROVISIONS

WITHDRAWALS:  During the Accumulation  Period, you may, upon Authorized Request,
make a total or partial  withdrawal  of the  Contract  Value.  Withdrawals  will
result in the cancellation of Accumulation  Units from each Investment Option in
the ratio that the value of each  Investment  Option bears to the total Contract
Value. You must specify, by Authorized Request,  which Accumulation Units are to
be canceled if other than the above mentioned method of cancellation is desired.

The Company  will pay the amount of any  withdrawal  from the  Variable  Account
within  seven  (7)  days of  receipt  of a  request  in good  order  unless  the
Suspension or Deferral of Payments Provision is in effect.

Each partial withdrawal must be for an amount which is not less than the minimum
partial withdrawal amount shown on the Contract  Schedule.  The minimum Contract
Value, which must remain in the Contract after a partial withdrawal, is shown on
the Contract Schedule.

WITHDRAWAL  CHARGE:  Upon a total or  partial  withdrawal  of this  Contract,  a
withdrawal charge as set forth on the Contract  Schedule may be assessed.  Under
certain circumstances, we allow withdrawals without the withdrawal charge as set
forth on the Contract  Schedule.  Purchase Payments  withdrawn under the partial
withdrawal  privilege are still subject to  applicable  withdrawal  charges upon
total withdrawal of the Contract.


                            PROCEEDS PAYABLE ON DEATH

DEATH OF CONTRACT OWNER DURING THE  ACCUMULATION  PERIOD:  Upon the death of the


<PAGE>



Contract Owner, or any Joint Owner,  during the Accumulation  Period,  the death
benefit will be paid to the  Beneficiary(ies)  designated by the Contract Owner.
Upon the death of a Joint Owner,  the  surviving  Joint Owner,  if any,  will be
treated as the primary Beneficiary.  Any other Beneficiary designation on record
at the  time of  death  will be  treated  as a  contingent  Beneficiary.  If the
Contract is owned by a  non-individual,  the death benefit will be paid upon the
death of an Annuitant.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION  PERIOD:  The death benefit will be
the Adjusted  Contract  Value  determined as of the end of the Valuation  Period
during  which the Company  receives  both due proof of death and an election for
the payment method.

If the  Beneficiary is the spouse of the Contract  Owner, he or she may elect to
continue  the  Contract  in his or her own name and  exercise  all the  Contract
Owner's  rights under the Contract.  In this event,  the Contract  Value for the
Valuation  Period during which this election is implemented  will be adjusted to
equal the death benefit.

Any part of the death  benefit  amount that had been  invested  in the  Variable
Account remains in the Variable Account until distribution begins. From the time
the death benefit is determined until complete  distribution is made, any amount
in the Variable  Account will be subject to investment  risk,  which is borne by
the Beneficiary.

DEATH  BENEFIT  OPTIONS  DURING THE  ACCUMULATION  PERIOD:  If the Owner has not
previously  designated a death benefit option,  a Beneficiary  must request that
the death  benefit  be paid under one of the death  benefit  options  below.  In
addition,  if the Beneficiary is the spouse of the Contract Owner, he or she may
elect to  continue  the  Contract  in his or her own name and  exercise  all the
Contract Owner's rights under the Contract.

         Option A - lump sum payment of the death benefit.  The  contract
         maintenance  charge will not be assessed if the  distribution is due to
         death;

         Option B - the payment of the entire  death  benefit  within 5 years of
         the date of the death of the  Contract  Owner or any Joint  Owner.  The
         full contract  maintenance  charge is assessed each Beneficiary on each
         Contract Anniversary; or

         Option C - payment of the death  benefit  under an Annuity  Option over
         the lifetime of the  Beneficiary or over a period not extending  beyond
         the life  expectancy of the  Beneficiary  with  distribution  beginning
         within one year of the date of death of the Contract Owner or any Joint
         Owner.  The  full  contract  maintenance  charge  will  continue  to be
         assessed to each Beneficiary.

Any portion of the death  benefit not applied  under Option C within one year of
the date of the Contract Owner's death must be distributed  within five years of
the date of death.



<PAGE>



If a lump sum payment is requested, the amount from the Variable Account will be
paid within seven (7) days of receipt of proof of death and the valid  election,
including any required  governmental forms, unless the Suspension or Deferral of
Payments Provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day  period after the day on which such lump sum first became  payable
by the Company.

DEATH OF CONTRACT OWNER DURING THE ANNUITY  PERIOD:  If you, or any Joint Owner,
dies during the Annuity  Period,  and you are not an  Annuitant,  any  remaining
payments  under the Annuity  Option elected will continue at least as rapidly as
under the method of distribution in effect at such Contract Owner's death.  Upon
your death  during the Annuity  Period,  the  Beneficiary  becomes the  Contract
Owner.

DEATH OF  ANNUITANT:  Upon the death of an  Annuitant  (or  death of both  Joint
Annuitants),  who is not the Contract Owner, during the Accumulation Period, you
will become the Annuitant, unless you designate another Annuitant within 30 days
of the death of the Annuitant.  If the Contract Owner is a  non-individual,  the
death of an Annuitant  will be treated as the death of the Contract  Owner and a
new Annuitant may not be designated.

Upon the death of the Annuitant during the Annuity Period, the death benefit, if
any, will be as specified in the Annuity Option elected.  Death benefits will be
paid at least as rapidly as under the  method of  distribution  in effect at the
Annuitant's death.

PAYMENT  OF DEATH  BENEFIT:  The  Company  will  require  due proof of death and
payment election and any required governmental forms before any death benefit is
paid. Due proof of death will be:

1.   a certified death certificate; or

2.   a certified  decree of a court of competent  jurisdiction as to the finding
     of death; or

3.   any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.

BENEFICIARY: The Beneficiary designation in effect on the Issue Date will remain
in effect until changed.  The Beneficiary is entitled to receive the benefits to
be paid at your death.

Unless you provide otherwise,  the death benefit will be paid in equal shares to
the survivor(s) as follows:

1.   to the primary  Beneficiary(ies)  who  survive  you and/or the  Annuitant's
     death, as applicable; or if there are none;



<PAGE>



2.   to the contingent  Beneficiary(ies)  who survive you and/or the Annuitant's
     death, as applicable; or if there are none;

3.   to your estate.

CHANGE   OF   BENEFICIARY:   Subject   to  the   rights   of   any   irrevocable
Beneficiary(ies),  you may change the  primary  Beneficiary(ies)  or  contingent
Beneficiary(ies).  A change may be made by Authorized  Request.  The change will
take effect as of the date the Authorized  Request is signed.  If the Authorized
Request  reaches our Service Center after the Contract Owner dies but before any
payment is made,  the change will be valid.  The Company  will not be liable for
any payment made or action taken before it records the change.


                  SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

The Company reserves the right to suspend or postpone payments from the Variable
Account for a withdrawal or transfer for any period when:

1.   the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);

2.   trading on the New York Stock Exchange is restricted;

3.   an emergency exists as a result of which disposal of securities held in the
     Variable  Account is not  reasonably  practicable  or it is not  reasonably
     practicable to determine the value of the Variable Account's net assets; or

4.   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of Contract Owners;

provided that  applicable  rules and  regulations of the Securities and Exchange
Commission  will govern as to whether the  conditions  described  in (2) and (3)
exist.

                CONTRACT OWNER, ANNUITANT, ASSIGNMENT PROVISIONS

CONTRACT  OWNER:  As the  Contract  Owner,  you have all the interest and rights
under this Contract.  The Contract Owner is the person designated as such on the
Issue Date, unless changed.

You may change  owners of the  Contract  at any time by  Authorized  Request.  A
change of Contract  Owner will  automatically  revoke any prior  designation  of
Contract Owner.  The change will become  effective as of the date the Authorized
Request is signed.  We will not be liable for any payment  made or action  taken
before  the  change  is  recorded.  We  will  not be  responsible  for  any  tax
consequences of any such change.

JOINT OWNER: A Contract may be owned by Joint Owners. If Joint Owners are named,
any Joint Owner must be the spouse of the other Contract  Owner,  unless limited
by state law. Upon the death of either Contract Owner, the surviving Joint Owner
will be the primary Beneficiary. Any other Beneficiary designation will be


<PAGE>



treated as a contingent  Beneficiary unless otherwise indicated in an Authorized
Request.

ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person designated by you subject to our underwriting  rules
then in effect.  The Annuitant may not be changed in a Contract that is owned by
a non-individual.

ASSIGNMENT  OF A CONTRACT:  An  Authorized  Request  specifying  the terms of an
assignment of a Contract must be provided to the Service Center.  We will not be
liable for any payment made or action taken before we record the assignment.

We  will  not  be  responsible  for  the  validity  or tax  consequences  of any
assignment.  Any assignment made after the death benefit has become payable will
be valid only with our consent.

If the Contract is assigned,  your rights may only be exercised with the consent
of the assignee of record.


                               ANNUITY PROVISIONS

GENERAL:  On the Income  Date,  the amount  available  for  Annuity  Payments as
specified in the Contract  Schedule will be applied under the Annuity Option you
have selected.  You may elect to have the amount  available for Annuity Payments
applied to provide a fixed annuity,  a variable  annuity or a combination  fixed
and variable annuity. If a combination is elected, you must specify what part of
the amount  available  for  Annuity  Payments  is to be applied to the fixed and
variable  Annuity Options.  If you select a fixed annuity,  the amount available
for Annuity Payments is allocated to the General Account and the annuity is paid
as a fixed annuity.  If you select a variable annuity,  the amount available for
Annuity  Payments will be allocated to the  Sub-Accounts of the Variable Account
in accordance  with your  selection,  and the annuity will be paid as a variable
annuity.  Unless  you  designate  another  payee,  you will be the  payee of the
Annuity  Payments.  The amount available for Annuity Payments will be applied to
the applicable annuity rate based upon the Annuity Option you have selected.  We
may offer more favorable rates than those guaranteed here at the time your first
Annuity  Payment is  calculated.  Annuity  Payments  will depend on the Age and,
where permitted, sex of the Annuitant.

FIXED ANNUITY:  You may elect to have the amount  available for Annuity Payments
applied to provide a fixed  annuity.  The  dollar  amount of each fixed  Annuity
Payment is guaranteed to be at least an amount equal to the amount available for
Annuity Payments,  divided first by $1000 and then multiplied by the appropriate
Annuity Payment amount for each $1000 of value for the Annuity Option  selected.
The guaranteed rates, as set forth in the tables at the end of the Contract, are
based on an interest rate of 2 1/2% per year and the 1983(a)  Individual Annuity
Mortality  Table with mortality  improvement  projected 30 years using Mortality
Projection Scale G.

VARIABLE  ANNUITY:  You may  elect  to have the  amount  available  for  Annuity
Payments  applied to  provide a  variable  annuity.  Variable  Annuity  Payments


<PAGE>



reflect the investment  performance of the Variable  Account in accordance  with
the allocation of the amount  available for Annuity Payments to the Sub-Accounts
during the Annuity Period.  Variable  Annuity  Payments are not guaranteed as to
dollar amount.

On the Income Date, Annuity Units will be purchased as follows:

The first Annuity Payment is equal to the amount available for Annuity Payments,
divided first by $1000 and then  multiplied by the  appropriate  Annuity Payment
amount for each $1000 of value for the Annuity  Option  selected as set forth in
the table at the end of the Contract. In each Sub-Account, the number of Annuity
Units is  determined  by  dividing  the amount of the  initial  Annuity  Payment
determined  for each  Sub-Account  by the Annuity Unit value on the Income Date.
Thereafter,  the number of Annuity Units in each Sub-Account  remains  unchanged
unless  you  elect to  transfer  between  Sub-Accounts.  All  calculations  will
appropriately reflect the Annuity Payment frequency selected.

On each subsequent Annuity Payment date, the total Annuity Payment is the sum of
the  Annuity  Payments  for  each  Sub-Account.  The  Annuity  Payment  in  each
Sub-Account  is  determined  by  multiplying  the number of  Annuity  Units then
allocated to such Sub-Account by the Annuity Unit value for that Sub-Account.

On each subsequent Valuation Date, the value of an Annuity Unit is determined in
the following way:

First: The net  investment  factor is  determined as described  under  "Variable
Account - net investment factor" above.

Second: The value of an Annuity Unit for a Valuation Period is equal to:

a.   the  value of the  Annuity  Unit for the  immediately  preceding  Valuation
     Period;

b.   multiplied by the net investment factor for the current Valuation Period;

c.   divided by the assumed net investment  factor (see below) for the Valuation
     Period.

The assumed net  investment  factor is equal to one plus the Assumed  Investment
Return  which is used in  determining  the basis for the purchase of an Annuity,
adjusted to reflect the  particular  Valuation  Period.  The Assumed  Investment
Return that we will use is shown on the Contract Schedule. However, we may agree
with you to use a  different  value.  The Assumed  Investment  Return will never
exceed 7%.

INCOME  DATE:  You select an Income  Date at the time of issue.  The Income Date
must always be the first day of a calendar  month.  The earliest Income Date you
can select is set forth in  Contract  Schedule.  The latest  Income Date you can
select is the latest of the first day of the first calendar month  following the
Annuitant's  90th  birthday,  10 years from the Issue Date,  or the maximum date
permitted under state law.



<PAGE>



SELECTION OF AN ANNUITY  OPTION:  You can select an Annuity Option by Authorized
Request.  You may,  by  Authorized  Request,  30 days prior to the Income  Date,
select and/or change the Annuity Option.

ANNUITY  OPTIONS:  This Contract  provides for Annuity Payments under one of the
Annuity Options  described  below.  The Company may make available other annuity
options.

OPTION 1 - LIFE ANNUITY.  We will make monthly Annuity  Payments during the life
of the  Annuitant  and ceasing  with the last  Annuity  Payment due prior to the
Annuitant's death.

OPTION  2 - LIFE  ANNUITY  WITH  MONTHLY  PAYMENTS  OVER 5,  10,  15 OR 20 YEARS
GUARANTEED.  We will  make  monthly  Annuity  Payments  during  the  life of the
Annuitant with a guarantee that if, at the  Annuitant's  death,  there have been
less than 60, 120, 180 or 240 monthly Annuity Payments made as selected, monthly
Annuity  Payments  will  continue for the  remainder of the  guaranteed  period.
Alternatively,  the Contract Owner may elect to receive a lump-sum payment equal
to the present value of the guaranteed monthly Annuity Payments remaining, as of
the date the notice of the Annuitant's  death is received at the Service Center,
commuted at an appropriate  rate.  Proof of the Annuitant's  death and return of
the  Contract are required  prior to the payment of any commuted  values.  For a
fixed Annuity Option,  the commutation rate will be the Statutory  Calendar Year
Interest  Rate  based on the NAIC  Standard  Valuation  Law for  Single  Premium
Immediate  Annuities  corresponding  to the Income Date. For a variable  Annuity
Option,  the commutation rate will be the Assumed  Investment Return as shown on
the Contract  Schedule.  For a variable Annuity Option,  the guaranteed  monthly
Annuity Payments remaining is based on the current value of the Annuity Units.

During the lifetime of the  Annuitant  and while the number of Annuity  Payments
made is less than the guaranteed number of payments elected,  the Contract Owner
electing a variable  Annuity  Option may  request a  withdrawal  representing  a
partial  liquidation  of the  Liquidation  Value.  You will be allowed to make a
partial  liquidation  at least once per Contract Year  beginning no earlier than
set  forth in the  Contract  Schedule.  The total of all  partial  liquidations,
measured as the sum of the  percentages  of the total  Liquidation  Value at the
time of each partial liquidation, cannot exceed the amount shown on the Contract
Schedule. A Commutation Fee will be subtracted from the amount liquidated before
the proceeds are paid out.  Partial  liquidations  will be processed on the next
Annuity   Payment  date  following  your  written   request.   After  a  partial
liquidation,  the  subsequent  monthly  Annuity  Payments  during the guaranteed
period  certain  will be  reduced by the  percentage  of the  Liquidation  Value
liquidated,  including  the  Commutation  Fee.  After the  guaranteed  number of
payments  has been made,  the number of Annuity  Units used in  calculating  the
monthly payments will be restored to their original values as if no liquidations
had taken place.

OPTION  3 - JOINT  AND LAST  SURVIVOR  ANNUITY.  We will  make  monthly  Annuity
Payments  during the joint  lifetime of the Annuitant  and the Joint  Annuitant.
Upon the death of the Annuitant,  if the Joint Annuitant is then living, Annuity
Payments  will  continue to be paid during the  remaining  lifetime of the Joint
Annuitant at a level of 100%, 75% or 50% of the previous level, as selected.


<PAGE>



Monthly  Annuity  Payments cease with the final Annuity Payment due prior to the
last survivor's death.

OPTION 4 - JOINT AND LAST SURVIVOR ANNUITY WITH MONTHLY PAYMENTS OVER 5, 10, 15,
OR 20 YEARS  GUARANTEED.  We will make monthly Annuity Payments during the joint
lifetime of the Annuitant and the Joint Annuitant. Monthly Annuity Payments will
continue to be paid during the remaining lifetime of the Joint Annuitant at 100%
of the previous level.  The Company  guarantees that if at the last death of the
Annuitant  and the Joint  Annuitant,  there have been less than 60, 120, 180, or
240 monthly Annuity  Payments made as selected,  monthly  Annuity  Payments will
continue to be made for the remainder of the guaranteed  period.  Alternatively,
the Contract Owner may elect to receive a lump-sum  payment equal to the present
value of the guaranteed monthly Annuity Payments  remaining,  as of the date the
notice of the Annuitant's and Joint Annuitant's death is received at the Service
Center,  commuted at an  appropriate  rate.  Proof of death of the Annuitant and
Joint Annuitant and return of this Contract are required prior to the payment of
any commuted  values.  For a fixed Annuity Option,  the commutation rate will be
the Statutory  Calendar Year Interest Rate based on the NAIC Standard  Valuation
Law for Single Premium Immediate Annuities corresponding to the Income Date. For
a variable Annuity Option,  the commutation rate will be the Assumed  Investment
Return as shown on the Contract Schedule.

During the lifetime of the Annuitant or Joint  Annuitant and while the number of
Annuity  Payments made is less than the guaranteed  number of payments  elected,
the Contract Owner  electing a variable  Annuity Option may request a withdrawal
representing a partial liquidation of the Liquidation Value. You will be allowed
to make a partial  liquidation  at least once per  Contract  Year  beginning  no
earlier  than set  forth in the  Contract  Schedule.  The  total of all  partial
liquidations,  measured as the sum of the  percentages of the total  Liquidation
Value at the time of each partial liquidation, cannot exceed the amount shown on
the Contract  Schedule.  A Commutation  Fee will be  subtracted  from the amount
liquidated  before  the  proceeds  are paid out.  Partial  liquidations  will be
processed on the next Annuity Payment date following your written request.

After a partial liquidation,  the subsequent monthly Annuity Payments during the
guaranteed  period certain will be reduced by the percentage of the  Liquidation
Value liquidated,  including the Commutation Fee. After the guaranteed number of
payments  has been made,  the number of Annuity  Units used in  calculating  the
monthly payments will be restored to their original values as if no liquidations
had taken place.

OPTION 5 - REFUND LIFE ANNUITY. We will make monthly Annuity Payments during the
lifetime of the Annuitant ceasing with the last Annuity Payment due prior to the
Annuitant's  death with a  guarantee  that at the  Annuitant's  death,  you will
receive a refund.  For a fixed Annuity Option,  the amount of the refund will be
any excess of the amount of the amount  available for Annuity  Payments  applied
under this Option over the total of all Annuity Payments made under this Option.
For a variable Annuity Option,  the amount of the refund will be the then dollar
value of the  number of Annuity  Units  equal to (1) the  amount  available  for
Annuity  Payments  applied to this Option 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 monthly Annuity Payment and the number of


<PAGE>



payments  made.  This  calculation  will be based upon the  assumption  that the
allocation of Annuity  Units  actually  in-force at the time of the  Annuitant's
death  had been the  allocation  of  Annuity  Units  at issue  and at all  times
thereafter.  If the refund calculated above is not greater than zero, there will
be no refund paid.

OPTION 6 - SPECIFIED PERIOD CERTAIN  ANNUITY.  Monthly Annuity Payments are paid
for a specified  period of time. The Specified  Period Certain is elected by the
Contract Owner and must be specified as a whole number of years from 5 to 30. If
at the time of the last  death of the  Annuitant  and any Joint  Annuitant,  the
Annuity  Payments  actually  made have been for less than the  Specified  Period
Certain,  then Annuity  Payments  will be continued  thereafter  to the Contract
Owner for the remainder of the Specified Period Certain.

If you have selected a variable  payment  option,  a liquidation  may be made at
least once per Contract  Year up to 100% of the Total  Liquidation  Value in the
Contract.  The  Total  Liquidation  Value is equal to the  present  value of the
remaining  Annuity  Payments  based  on its  current  value,  to the  end of the
Specified  Period Certain,  commuted at the Assumed  Investment  Return,  less a
Withdrawal  Charge. The Withdrawal Charge is a percentage of the amount as shown
on the Contract Schedule.  The liquidation will be processed on the next Annuity
Payment Date following your written request. The Company will require the return
of the Contract prior to the payment of the entire commuted value.

                               GENERAL PROVISIONS

THE CONTRACT:  The entire Contract  consists of this Contract,  and any attached
endorsements  or riders.  This  Contract  may be changed or altered  only by our
President  or  Secretary.  Any  change,  modification  or waiver must be made in
writing.

NON-PARTICIPATING  IN SURPLUS:  This Contract does not share in any distribution
of our profits or surplus.

MISSTATEMENT OF AGE OR SEX: We may require proof of Age of the Annuitant  before
making any life contingent Annuity Payment provided for by this Contract. If the
Age or sex of the Annuitant has been  misstated,  the amount payable will be the
amount that the amount available for Annuity Payments  Contract Value would have
provided at the true Age or sex.

Once Annuity Payments have begun, any  underpayments  will be made up in one sum
with the next Annuity Payment, and overpayments will be deducted from the future
Annuity Payments until the total is repaid.

CONTRACT  SETTLEMENT:  This Contract must be returned to us upon any settlement.
Prior to any  settlement as a death claim,  due proof of death must be submitted
to us. Any  paid-up  annuity,  cash  withdrawal  or death  benefits  that may be
available are not less than the minimum benefits required by statute.

REPORTS:  We will furnish you with a report  showing the Contract Value at least
once each calendar year. This report will be sent to your last known address.



<PAGE>



TAXES:  Any taxes paid to any  governmental  entity will be charged  against the
Contract  Value.  We will,  in our sole  discretion,  determine  when taxes have
resulted from: the investment experience of the Variable Account;  receipt by us
of the Purchase Payment(s);  or commencement of Annuity Payments. We may, at our
discretion, pay taxes when due and deduct that amount from the Contract Value at
a later date. Payment at an earlier date does not waive any right we may have to
deduct  amounts at a later date.  We reserve the right to  establish a provision
for federal income taxes if we determine,  in our sole discretion,  that we will
incur a tax as a result of the operation of the Variable Account. We will deduct
for any income taxes incurred by it as a result of the operation of the Variable
Account whether or not there was a provision for taxes and whether or not it was
sufficient. We will deduct any withholding taxes required by applicable law.

EVIDENCE OF SURVIVAL: Where any benefits under this Contract are contingent upon
the recipient being alive on a given date, we may require proof  satisfactory to
us that the condition has been met.

PROTECTION OF PROCEEDS: No Beneficiary may commute, encumber, alienate or assign
any payments under this Contract before they are due. To the extent permitted by
law, no payments will be subject to the debts,  contracts or  engagements of any
Beneficiary  or to any  judicial  process  to levy upon or  attach  the same for
payment thereof.

MODIFICATION  OF  CONTRACT:  This  Contract  may be  modified  by us in order to
maintain  compliance with state and federal law. This Contract may be changed or
altered only by our President or our Secretary.  A change or alteration  will be
made in writing.

TABLE OF ANNUITY PAYMENT AMOUNTS:  Table A below shows the guaranteed  amount of
the  Annuity  Payment  for each $1,000 of value  applied  under a fixed  Annuity
Option.  Table A is based on an interest rate of 2 1/2% per year and the 1983(a)
Individual Mortality Table with mortality  improvement  projected 30 years using
Mortality Projection Scale G.

Table B below shows the amount of the first monthly  variable  Annuity  Payment,
based on an Assumed  Investment  Return of 5%, for each $1,000 of value  applied
under a variable Annuity Option.

The amount of such Annuity Payments under Annuity Options 1, 2 and 5 will depend
on the sex and Age of the  Annuitant  on the  Income  Date.  The  amount of such
Annuity  Payments  under  Option 3 and 4 will  depend  on the Age and sex of the
Annuitant  and Joint  Annuitant  on the Income  Date.  Any amounts not shown for
Ages, guaranteed periods or other Annuity Options will be provided upon request.
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
                             Table A - Guaranteed Monthly Annuity Payments Per $1,000 of Value
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
                                                   Fixed Annuity Options
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
<S>     <C>          <C>      <C>      <C>      <C>     <C>      <C>          <C>               <C>          <C>      <C>
Age of Annuitant      Option 1                   Option 2                  Option 3          Option 4         Option 5
 Nearest Birthday
    When First
 Payment Is Made
                                     ----------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
                                        Guaranteed        Guaranteed    100% Joint and       Guaranteed
                                         Period of        Period of     Last Survivor        Period of
                                         10 Years          20 Years                           10 Years
                   ----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
                     Male    Female    Male    Female   Male    Female    Male & Female    Male & Female     Male    Female
                                                                            Same Age          Same Age
-----------------------------------------------------------------------------------------------------------------------------
        30           2.85     2.72     2.84     2.72    2.84     2.71         2.61              2.61         2.81     2.70
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        40           3.17     2.97     3.16     2.97    3.14     2.96         2.82              2.82         3.10     2.94
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        50           3.67     3.38     3.65     3.37    3.58     3.34         3.14              3.14         3.51     3.29
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        60           4.50     4.03     4.43     4.01    4.18     3.90         3.67              3.67         4.13     3.84
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        70           6.03     5.23     5.70     5.10    4.83     4.62         4.59              4.58         5.11     4.72
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        80           8.92     7.68     7.43     6.88    5.21     5.16         6.40              6.21         6.66     6.18
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        90          14.75    13.12     8.94     8.74    5.27     5.27         10.23             8.42         9.39     8.81
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------
                        Table B - Guaranteed Initial Monthly Annuity Payment Per $1,000 of Proceeds
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
                               Variable Annuity Option Based on 5% Assumed Investment Return
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
 <S>     <C>          <C>      <C>      <C>      <C>     <C>      <C>          <C>               <C>          <C>      <C>
Age of Annuitant      Option 1                   Option 2                  Option 3          Option 4         Option 5
 Nearest Birthday
    When First
 Payment Is made
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
                                        Guaranteed        Guaranteed    100% Joint and       Guaranteed
                                         Period of        Period of     Last Survivor        Period of
                                         10 Years          20 Years                           10 Years
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

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                     Male    Female    Male    Female   Male    Female    Male & Female    Male & Female     Male    Female
                                                                            Same Age          Same Age
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
        30           4.46     4.36     4.46     4.35    4.45     4.35         4.27              4.27         4.44     4.35
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-----------------------------------------------------------------------------------------------------------------------------
        40           4.72     4.55     4.71     4.55    4.68     4.53         4.41              4.41         4.68     4.53
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-----------------------------------------------------------------------------------------------------------------------------
        50           5.18     4.89     5.14     4.87    5.04     4.83         4.65              4.65         5.06     4.83
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        60           5.96     5.49     5.86     5.45    5.56     5.31         5.10              5.10         5.70     5.36
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-----------------------------------------------------------------------------------------------------------------------------
        70           7.49     6.65     7.07     6.47    6.13     5.94         5.96              5.94         6.77     6.27
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-----------------------------------------------------------------------------------------------------------------------------
        80          10.42     9.12     8.68     8.16    6.46     6.41         7.72              7.50         8.54     7.94
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
        90          16.30    14.63    10.08     9.89    6.51     6.51         11.54             9.58        11.63    10.92
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>




                  INDIVIDUAL MULTIPLE PAYMENT VARIABLE ANNUITY
                                NON-PARTICIPATING

L40355


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