NORTHBROOK VARIABLE ANNUITY ACCOUNT II
N-4, EX-4, 2000-08-04
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Northbrook Life Insurance Company
A Stock Company
Headquarters:  3100 Sanders Road, Northbrook, Illinois 60062


Flexible Premium Deferred Variable Annuity

We Will Make Periodic Income Payments Subject to the Provisions of This Contract
Beginning on the Payout Start Date Specified on the Annuity Data Page.

Death Benefits Are Provided Before the Payout Start Date. Income Payment Amounts
Are Not Guaranteed as to Dollar Amounts Before the Start Date.

                                Nonparticipating

   This Is a Legal Contract Between You and Northbrook Life Insurance Company.
                      Please Read Your Contract Carefully.

Return Privilege

Upon written request, we will provide you with factual information regarding the
benefits and  provisions  contained in this  Contract.  If you are not satisfied
with this Contract for any reason,  you may return it to us within 20 days after
you receive it. We will refund any purchase  payments  allocated to the Variable
Account, adjusted to reflect investment gain or loss from the date of allocation
to the date of cancellation,  plus any purchase payments  allocated to the Fixed
Account(s).  If this  Contract is  qualified  under  Section 408 of the Internal
Revenue  Code,  we will  refund the  greater  of any  purchase  payments  or the
Contract Value.

The Contract  Value or Income  Payments  May  Increase or Decrease  Based on the
Investment Experience of the Selected Sub-accounts of the Variable Account.

If you have any questions about your variable annuity, please contact Northbrook
Life at (800) 654-2397.

            Secretary                           Chairman and
                                              Chief Executive Officer


<PAGE>

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TABLE OF CONTENTS

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INDEX............................................3

CONTRACT SUMMARY.................................4

DEFINITIONS......................................5

THE PEOPLE INVOLVED..............................7

ACCUMULATION PHASE...............................8

PAYMENTS ON DEATH...............................11

PAYOUT PHASE....................................13

INCOME PAYMENT TABLES...........................15

GENERAL PROVISIONS..............................17





                                     Page 4

     NLU914
<PAGE>

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INDEX

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Accounting Procedures.......................................................10
Administrative Expense Charge...............................................10
Annual Statement............................................................16
Annuitant....................................................................8
Annuity Transfers...........................................................13
Annuity Unit Value..........................................................13
Beneficiary..................................................................8
Certificate Value...........................................................10
Charges.....................................................................10
Crediting Interest...........................................................9
Death Benefit...............................................................12
Death of Owner or Annuitant.................................................11
Deferment of Payments.......................................................16
Entire Contract, The........................................................16
Fixed Amount Income Payments................................................13
Income Payments.............................................................13
Income Plans................................................................13
Incontestability............................................................16
Misstatement of Age or Sex..................................................16
Mortality and Expense Risk Charge...........................................11
Net Investment Factor.......................................................10
Owner........................................................................7
Payout Start Date...........................................................12
Payout Terms and Conditions.................................................14
Purchase Payments............................................................8
Settlements.................................................................12
Standard Fixed Account.......................................................9
Taxes.......................................................................11
Transfers....................................................................9
Variable Account Modifications..............................................17
Variable Amount Income Payments.............................................13
Withdrawal..................................................................11







<PAGE>



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CERTIFICATE SUMMARY

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This is a no sales load flexible premium deferred variable annuity.  It provides
a Death Benefit if the Owner dies before the Payout Start Date. It also provides
periodic income payments if you are living on the Payout Start Date. The initial
purchase  payment is shown on the  Annuity  Data Page.  You may make  additional
purchase  payments subject to the limitations  described in the Purchase Payment
provision.

The  Certificate  Value will vary  according  to how you  allocate  the purchase
payments.  Allocations  may be made to one or more of the Variable  Sub-accounts
and to the Standard Fixed Account. The amount of the Certifictae Value will vary
with the investment  performance of the selected  Variable  Sub-accounts and the
Standard Fixed Account.

You may withdraw part or all of the  Certificate  Value at any time on or before
the Payout  Start Date.  Any such  withdrawal  will cause the amount of periodic
income payments to be reduced.

Above  is a  brief  description  of the  provisions  of  this  Certificate.  The
provisions are fully described on the remaining pages of the Certificate.


<PAGE>




                                     Page 11

     NLU914

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DEFINITIONS

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Accumulation  Phase The "Accumulation  Phase" is the first of two phases of your
Certificate.  During this phase,  purchase  payments  are  allocated to selected
Investment Alternatives and the Certificate Value accumulates.  The Accumulation
Phase  begins on the Issue Date of the  Certificate  stated on the Annuity  Data
Page.  This  phase  will  continue  until  the  Payout  Start  Date  unless  the
Certificate is terminated before that date.

Accumulation Unit An "Accumulation Unit" is a measure of your ownership interest
in a Variable Sub-account before the Payout Start Date.

Accumulation  Unit  Value  The  "Accumulation  Unit  Value" is the value of each
Accumulation  Unit  which is  calculated  each  Valuation  Date.  Each  Variable
Sub-account has its own Accumulation Unit Value.

Annuitant  The  "Annuitant"  is the person whose life is used to  determine  the
duration  and  amount of any  income  payments.  The  Annuitant  is named on the
Annuity Data Page but may be changed by the Owner.

Beneficiary The "Beneficiary" will become the new Owner as follows.  If the sole
surviving Owner dies before the Payout Start Date, the  Beneficiary,  as the new
Owner,  will receive the Death Benefit.  If the sole surviving  Owner dies after
the Payout  Start Date,  the  Beneficiary,  as the new Owner,  will  receive any
remaining  guaranteed  income payments.  The Beneficiary is named on the Annuity
Data Page, but may be changed by the Owner.

Certificate Value  "Certificate  Value" is the total value of the amounts in the
Variable  Sub-accounts  plus the total value in the Standard Fixed Account as of
any Valuation Date on or before the Payout Start Date.

Certificate Year "Certificate  Year" is a one year period beginning on the Issue
Date of the Certificate and on each anniversary of the Issue Date.

Death  Benefit  The "Death  Benefit"  is the  amount we will pay if you,  or the
Annuitant if you are not a Natural Person, die before the Payout Start Date. The
amount of the Death Benefit is defined in the Death Benefit provision.

Fixed Amount Income Payments  "Fixed Amount Income  Payments" are income payment
amounts that are fixed for the duration of the Income Plan.


<PAGE>



Investment   Alternatives  The  "Investment   Alternatives"   are  the  Variable
Sub-accounts  and the Standard  Fixed  Account shown on the  enrollment.  We may
offer additional Variable  Sub-accounts at our discretion.  We reserve the right
to limit the availability of the Investment Alternatives.

Income  Plan An  "Income  Plan" is a series of  payments  on a  scheduled  basis
beginning on the Payout Start Date. The available  Income Plans are described in
the Income Plans provision.

Issue Age "Issue Age" is the age of the Annuitant on the Annuitant's birthday on
or before the Issue Date.

Issue Date The "Issue  Date" is the date when  coverage  under this  Certificate
becomes effective.  It is also the date used to determine Certificate Years. The
Issue Date is shown on the Annuity Data Page.

Joint  Annuitant  "Joint  Annuitant" is applicable  only if a Joint and Survivor
Income Plan is selected. The Joint Annuitant will be named at the time of Income
Plan selection.

Natural Person "Natural  Person" is a living  individual or trust entity that is
treated as an  individual  for Federal  Income Tax  purposes  under the Internal
Revenue Code.

Net Investment Factor For each Variable Sub-account, the "Net Investment Factor"
is the  proportional  change in the  Accumulation  Unit Value during a Valuation
Period.

Owner The "Owner" is referred  to as "you" and "your" in this  Certificate.  The
Owner is named on the Annuity Data Page, but may be changed.

Payout  Phase  The  "Payout  Phase"  is the  second  of the two  phases  of your
Certificate.  During this phase the Certificate  Value less any applicable taxes
is  applied to the Income  Plan you  choose and is paid out as  provided  in the
chosen plan.  The Payout  Phase  begins on the Payout  Start Date.  It continues
until we make the last payment as provided by the Income Plan chosen.

Payout Start Date The "Payout Start Date" is the date the Certificate Value less
any applicable taxes is applied to an Income Plan. The anticipated  Payout Start
Date is shown on the Annuity Data Page.  You may change the Payout Start Date by
writing to us at least 30 days before this date.

Valuation  Date A  "Valuation  Date" is any date the New York Stock  Exchange is
open for trading except for days in which there is  insufficient  trading in the
Variable Account's  portfolio  securities such that the value of accumulation or
annuity  units might not be  materially  affected by changes in the value of the
portfolio securities.


<PAGE>



Valuation Period A "Valuation  Period" is the period that begins on the close of
one Valuation Date and ends on the close of the succeeding Valuation Date.

Variable  Account The "Variable  Account" for this Certificate is the Northbrook
Variable  Annuity Account II. This account is a separate  investment  account to
which we allocate assets  contributed under this and certain other  certificates
and contracts.  These assets will not be charged with  liabilities  arising from
any other business we may have.

Variable  Sub-accounts The Variable Account is divided into  Sub-accounts.  Each
"Variable  Sub-account"  invests  solely  in  the  shares  of  the  mutual  fund
underlying that Sub-account.

Variable Amount Income  Payments  "Variable  Amount Income  Payments" are income
payment amounts that vary based on any Variable Sub-account.

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THE PERSONS INVOLVED

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Owner  The  person  named  at the  time  of  enrollment  is the  Owner  of  this
Certificate unless subsequently changed. As Owner, you will receive any periodic
income payments, unless you have directed us to pay them to someone else.

You may exercise all rights stated in this Certificate, subject to the rights of
any irrevocable Beneficiary.

You may  change  the  Owner  or  Beneficiary  at any  time.  You may  name a new
Annuitant only upon the death of the current Annuitant.  Once we have received a
satisfactory  written request for a change of Owner or  Beneficiary,  the change
will take effect as of the date you signed it. We are not liable for any payment
we make or other  action we take  before  receiving  any  written  request for a
change  from  you.  You may not  assign  an  interest  in  this  Certificate  as
collateral or security for a loan.

You may not assign an interest in this  Contract as collateral or security for a
loan.  However,  you may assign  periodic  income  payments  under this Contract
before the Payout Start Date. We are bound by an assignment only if it is signed
by the assignor and filed with us. We are not responsible for the validity of an
assignment.

If the sole surviving  Owner dies before the Payout Start Date, the  Beneficiary
becomes the new Owner.  If the sole surviving  Owner dies after the Payout Start
Date,  the  Beneficiary  becomes the new Owner and will  receive any  subsequent
guaranteed income payments.

If more than one person is designated as Owner:

o    Owner as used in this  Certificate  refers to all persons  named as Owners,
     unless otherwise indicated;



<PAGE>



o    any request to exercise ownership rights must be signed by all Owners; and

o    on the death of any person who is an Owner,  the surviving  person(s) named
     as Owner will continue as Owner.

Annuitant  The  Annuitant  is the person  named on the  Annuity  Data Page.  The
Annuitant must be a living individual.  If the Annuittant dies before the payout
start date, the new Annuitant will be:

o        the youngest Owner, if the Owner(s) are living; otherwise,

o        the youngest Beneficiary

Beneficiary The Beneficiary is the person(s) named on the Annuity Data Page, but
may be  changed  by the  Owner,  as  described  above.  We  will  determine  the
Beneficiary  from the most recent written  request we have received from you. If
you do not name a Beneficiary or if the  Beneficiary  named is no longer living,
the Beneficiary will be:

o        your spouse if living; otherwise

o        your children equally if living; otherwise

o        your estate.

The  Beneficiary may become the Owner under the  circumstances  described in the
Owner provision above.

Natural  Person  As used in this  Certificate,  Natural  Person  means a  living
individual or trust entity that is treated as an individual  for Federal  Income
Tax purposes under the Internal Revenue Code.

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ACCUMULATION PHASE

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Purchase  Payments  The initial  purchase  payment is shown on the Annuity  Data
Page. You may make subsequent  purchase payments during the Accumulation  Phase.
The number of purchase  payments is unlimited.  The minimum amount of additional
purchase payments we will accept is $100.

We will invest the purchase payments in the Investment  Alternatives you select.
You may allocate any portion of your purchase  payment in whole percents from 0%
to 100% to any of the Investment  Alternatives.  The total allocation must equal
100%.


<PAGE>



The  allocation  of the initial  purchase  payment is shown on the Annuity  Data
Page.  Allocation of each  subsequent  purchase  payment will be the same as the
allocation  for  the  most  recent  purchase   payment  unless  you  change  the
allocation. You may change the allocation of subsequent purchase payments at any
time,  without charge,  simply by giving us written  notice.  Any change will be
effective at the time we receive the notice and will  reflect the next  computed
price(s).

Standard Fixed Account We reserve the right to offer a Standard Fixed Account at
our  discretion.  The guarantee  periods of the Standard Fixed Account may range
from 1 - 10 years. We reserve the right to offer any of these guarantee  periods
at our  discretion.  Money in the Standard  Fixed Account will earn interest for
the  guarantee  period  chosen  at the  current  rate in  effect  at the time of
allocation or transfer to the Standard Fixed Account. After the guarantee period
expires,  a renewal rate will be declared at our discretion.  Subsequent renewal
dates will be on anniversaries of the first renewal date.

Crediting  Interest We credit interest daily to money allocated to each Standard
Fixed  Account at a rate which  compounds  over one year to the interest rate we
guaranteed when the money was allocated.  We will credit interest to the initial
purchase  payment  from the Issue Date.  We will credit  interest to  subsequent
purchase  payments  from the date we receive  them at a rate  declared by us. We
will  credit  interest to  transfers  from the date the  transfer  is made.  The
interest  rate for each  Standard  Fixed Account will never be less than 3.0% as
shown on the Annuity Data Page.

Transfers  Before  the  Payout  Start  Date,  you  may  transfer  amounts  among
Investment Alternatives.  You may make 12 transfers during each Certificate Year
without charge.  Each transfer after the 12th transfer in any  Certificate  Year
may be assessed a $10 transfer fee. All transfers  made at the same time will be
treated as one request.

We reserve the right to limit the number of transfers in any Certificate Year or
to refuse any  transfer  request for an Owner or certain  Owners if, in our sole
discretion, we believe that:

o        excessive  trading  by such  Owner or  Owners  or a  specific  transfer
         request or group of transfer requests may have a detrimental  effect on
         Unit Values or the share prices of the underlying mutual funds or would
         be to the disadvantage of other Certificate Owners; or

o        we are informed by one or more of the underlying  mutual funds that the
         purchase  or  redemption  of  shares  is to be  restricted  because  of
         excessive  trading  or a specific  transfer  or group of  transfers  is
         deemed  to have a  detrimental  effect  on  share  prices  of  affected
         underlying mutual funds.

Such  restrictions may be applied in any manner which is reasonably  designed to
prevent any use of the  transfer  right which is  considered  by us to be to the
disadvantage of the other Certificate Owners.


<PAGE>



 We reserve the right to waive the transfer fees and  restrictions  contained in
this Certificate.

Certificate Value On the Issue Date of the Certificate, the Certificate Value is
equal to the initial  purchase  payment.  After the Issue Date, the "Certificate
Value" is equal to the sum of:

o        the number of Accumulation Units you hold in each Variable  Sub-account
         multiplied by the  Accumulation  Unit Value for that Sub-account on the
         most recent Valuation Date; plus

o        the total value you have in the Standard Fixed Account.

If you withdraw  the entire  Certificate  Value,  you may receive an amount less
than the  Certificate  Value because income tax  withholding,  and a premium tax
charge may apply.

Accounting  Procedures The portion of the Certificate  Value  attributed to each
Variable  Sub-account  is maintained in  Accumulation  Units.  Amounts which you
allocate to a Variable  Sub-account are used to purchase  Accumulation  Units in
that Sub-account. Additions or transfers to a Variable Sub-account will increase
the number of Accumulation Units for that Sub-account.  Withdrawals or transfers
from a Variable  Sub-account will decrease the number of Accumulation  Units for
that Sub-account.

An  Accumulation   Unit  Value  is  determined  for  each  Valuation  Date.  The
Accumulation  Unit Value for each Sub-account at the end of any Valuation Period
is equal to the Accumulation Unit Value at the end of the immediately  preceding
Valuation Period times the Sub-account's Net Investment Factor for the Valuation
Period.  Each Accumulation Unit Value may go up or down based on the performance
of the mutual fund underlying the Sub-account.

Net Investment Factor For each Variable Sub-account, the "Net Investment Factor"
for a Valuation Period is equal to:

o        The sum of:

     o    the net asset  value  per  share of the  mutual  fund  underlying  the
          Sub-account  determined  at the end of the current  Valuation  Period,
          plus

     o    the per share  amount of any  dividend or capital  gain  distributions
          made by the mutual fund underlying the Sub-account  during the current
          Valuation Period.

o        Divided by the net asset value per share of the mutual fund  underlying
         the Sub-account  determined as of the end of the immediately  preceding
         Valuation Period.

o        The  result is  reduced by the  Administrative  Expense  Charge and the
         Mortality and Expense Risk Charge  corresponding  to the portion of the
         current calendar year that is in the current Valuation Period.

Charges The charges for this Certificate include Administrative Expense Charges,
Mortality and Expense Risk Charges, transfer fees, and taxes.


<PAGE>



Administrative Expense Charge The annualized  Administrative Expense Charge will
never be greater than 0.10%. (See Net Investment Factor for a description of how
this charge is applied.)

Mortality  and Expense  Risk Charge The  annualized  Mortality  and Expense Risk
Charge  will never be  greater  than  0.50%.  (See Net  Investment  Factor for a
description of how this charge is applied.)

Our actual mortality and expense experience will not adversely affect the dollar
amount of variable benefits or other  contractual  payments or values under this
Certificate.

Taxes Any premium tax or income tax withholding relating to this Certificate may
be deducted  from  purchase  payments or the  Certificate  Value when the tax is
incurred or at a later time.

Withdrawal You have the right to withdraw part or all of your Certificate  Value
at any time on or before the Payout Start Date.  A  withdrawal  must be at least
$50. If any withdrawal  reduces the  Certificate  Value to less than $1,000,  we
will treat the request as a withdrawal of the entire  Certificate  Value. If you
withdraw the entire Certificate Value, the Certificate will terminate.

You must  specify the  Investment  Alternative(s)  from which you wish to make a
withdrawal.  When you make a withdrawal,  your Certificate Value will be reduced
by any applicable taxes and the amount paid to you.

We reserve  the right to waive the  withdrawal  restrictions  contained  in this
Certificate.

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PAYMENTS ON DEATH

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Death  of Owner or  Annuitant  A  benefit  may be paid to the  Owner  determined
immediately after the death if, before the Payout Start Date:

o        any Owner dies; or

o        the Annuitant dies and the Owner is not a Natural Person.

If the Owner  eligible to receive a benefit is not a Natural  Person,  the Owner
may elect to receive the benefit in one or more distributions. Otherwise, if the
Owner is a Natural  Person,  the Owner may elect to receive a benefit  either in
one or more distributions or by periodic payments through an Income Plan.

The entire value of the  Certificate  must be distributed  within five (5) years
after the date of death  unless an Income Plan is elected or a surviving  spouse
continues the Certificate in accordance with the provisions below.

If an Income Plan is elected,  payments  from the Income Plan must begin  within
one year of the date of death and must be payable throughout:

o        the life of the Owner; or


<PAGE>



o    a period not to exceed the life expectancy of the Owner; or

o    the life of the Owner with payments  guaranteed  for a period not to exceed
     the life expectancy of the Owner.

If the surviving spouse of the deceased Owner is the new Owner,  then the spouse
may elect one of the options listed above or may continue the Certificate in the
Accumulation Phase as if the death had not occurred.

Death  Benefit  Before the Payout Start Date,  the Death Benefit is equal to the
greater of the following Death Benefit alternatives:

o    the sum of all purchase  payments  less any prior  withdrawals  and premium
     taxes; or

o    the Certificate Value on the date we determine the Death Benefit.

We will  determine the value of the Death Benefit as of the end of the Valuation
Period  during  which we receive a  complete  request  for  payment of the Death
Benefit. A complete request includes due proof of death.

Settlements  We may require that this  Certificate  be returned to us before any
settlement.  We must receive due proof of death of the Owner or Annuitant before
settlement of a death claim.

Any full  withdrawal or Death Benefit  under this  Certificate  will not be less
than the  minimum  benefits  required  by any  statute of the state in which the
Certificate is delivered.

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PAYOUT PHASE

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Payout Start Date The anticipated Payout Start Date is shown on the Annuity Data
Page.  You may change  the  Payout  Start Date by writing to us at least 30 days
before this date.

The Payout Start Date must be on or before the later of:

o        the Annuitant's 90th birthday; or

o        the 10th anniversary of the Certificate's Issue Date.

Income Plans The Certificate Value on the Payout Start Date, less any applicable
taxes, will be applied to your Income Plan choice from the following list:

1.   Life Income with Guaranteed Payments.  We will make payments for as long as
     the Annuitant  lives.  If the Annuitant dies before the selected  number of
     guaranteed  payments  have been made, we will continue to pay the remainder
     of the guaranteed payments.



<PAGE>



2.   Joint and  Survivor  Life Income  with  Guaranteed  Payments.  We will make
     payments for as long as either the Annuitant or Joint  Annuitant  lives. If
     both the Annuitant and the Joint  Annuitant die before the selected  number
     of  guaranteed  payments  have  been  made,  we  will  continue  to pay the
     remainder of the guaranteed payments.

3.   Guaranteed Number of Payments. We will make payments for a specified number
     of months  beginning on the Payout Start Date. These payments do not depend
     on the Annuitant's  life. The number of months guaranteed may be from 60 to
     360.

We reserve the right to make available other Income Plans.

Income Payments  Income payment amounts may be Variable Amount Income  Payments,
Fixed Amount Income  Payments,  or both. The method of  calculating  the initial
payment is different for the two types of payments.

Variable  Amount Income  Payments  Variable  Amount Income Payments will vary to
reflect the  performance  of the  Variable  Account.  The portion of the initial
income  payment based upon a particular  Variable  Sub-account  is determined by
applying the amount of the Certificate  Value in that  Sub-account on the Payout
Start Date, less any applicable  premium tax, to the appropriate  value from the
Income Payment  Table.  This portion of the initial income payment is divided by
the Annuity Unit Value on the Payout Start Date for that Variable Sub-account to
determine the number of Annuity Units from that  Sub-account  which will be used
to  determine  subsequent  income  payments.  Unless  transfers  are made  among
Variable Sub-accounts, each subsequent income payment from that Sub-account will
be that number of Annuity Units times the Annuity Unit Value for the Sub-account
for the Valuation Date on which the income payment is made.

Annuity Unit Value The Annuity Unit Value for each Variable  Sub-account  at the
end of any Valuation Period is calculated by:

o    multiplying the Annuity Unit Value at the end of the immediately  preceding
     Valuation  Period by the  Sub-account's  Net  Investment  Factor during the
     period; and then

o    dividing  the  result by 1.000  plus the  assumed  investment  rate for the
     period.  The assumed  investment rate is an effective annual rate of 3%. We
     reserve the right to offer an assumed investment rate greater than 3%.

Fixed Amount Income  Payments The income  payment  amount derived from any money
allocated to the Fixed Account  Options during the  Accumulation  Phase is fixed
for the  duration  of the  Income  Plan.  The Fixed  Amount  Income  Payment  is
calculated by applying the portion of the Certificate Value in the Fixed Account
Options on the Payout  Start  Date,  less any  applicable  premium  tax,  to the
greater of the appropriate  value from the Income Payment Table selected or such
other value as we are offering at that time.


<PAGE>



Annuity Transfers After the Payout Start Date, no transfers may be made from the
Fixed Amount Income Payment.  Transfers between Variable  Sub-accounts,  or from
the Variable Amount Income Payment to the Fixed Amount Income  Payment,  may not
be made for six months after the Payout Start Date.  Transfers  may be made once
every six months thereafter.

Payout Terms and  Conditions  The income  payments are subject to the  following
terms and conditions:

o        If the Certificate  Value is less than $2,000, or not enough to provide
         an initial payment of at least $20, we reserve the right to:

          o    change the payment frequency to make the payment at least $20; or

          o    terminate the Certificate and pay you the Certificate Value, less
               any applicable taxes, in a lump sum.

o        If we do not  receive  a written  choice of an Income  Plan from you at
         least 30 days  before the Payout  Start  Date,  the Income Plan will be
         Life Income with Guaranteed Payments for 120 months.

o If you  choose an Income  Plan  which  depends on any  person's  life,  we may
require:

          o    proof of age and sex before income payments begin; and

          o    proof that the Annuitant or Joint Annuitant is still alive before
               we make each payment.

o        After the Payout  Start  Date,  the Income  Plan  cannot be changed and
         withdrawals  cannot be made unless income  payments are being made from
         the Variable  Account under Income Plan 3. You may terminate the income
         payments  being made from the Variable  Account  under Income Plan 3 at
         any time and withdraw their value.

o        If any Owner  dies  during  the  Payout  Phase,  the  remaining  income
         payments will be paid to the successor Owner as scheduled.

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INCOME PAYMENT TABLES

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The initial income payment will be at least the amount based on the adjusted age
of the  Annuitant(s)  and the tables below,  less any federal income taxes which
are  withheld.  The  adjusted  age is the actual  age on the  Payout  Start Date
reduced  by one year for each six full  years  between  January  1, 1983 and the
Payout Start Date.  Income payments for ages and guaranteed  payment periods not
shown below will be determined on a basis consistent with that used to determine
those that are shown.  The Income  Payment Tables are based on 3.0% interest and
the 1983a Annuity Mortality Tables.


<PAGE>



Income Plan 1 - Life Income with Guaranteed Payments for 120 Months

<TABLE>
<CAPTION>
============================================================================================================================

                           Monthly Income Payment for each $1,000 Applied to this Income Plan
----------------------------------------------------------------------------------------------------------------------------
------------------- ---------------------- ---------------- ---------------------- ---------------- ------------------------

Annuitant's  Adjusted                      Annuitant's                             Annuitant's
Age                   Male     Female      Adjusted Age       Male     Female      Adjusted Age       Male    Female
------------------- ---------------------- ---------------- ---------------------- ---------------- ------------------------
------------------- ---------------------- ---------------- ---------------------- ---------------- ------------------------
<S>                   <C>      <C>               <C>          <C>      <C>               <C>          <C>     <C>

       35              $3.43     $3.25            49           $4.15    $3.82             63           $5.52   $4.97
       36               3.47      3.28            50            4.22     3.88             64            5.66     5.09
       37               3.51      3.31            51            4.29     3.94             65            5.80     5.22
       38               3.55      3.34            52            4.37     4.01             66            5.95     5.35
       39               3.60      3.38            53            4.45     4.07             67            6.11     5.49
       40               3.64      3.41            54            4.53     4.14             68            6.27     5.64
       41               3.69      3.45            55            4.62     4.22             69            6.44     5.80
       42               3.74      3.49            56            4.71     4.29             70            6.61
       43               3.79      3.53            57            4.81     4.38             71            5.96
       44               3.84      3.58            58            4.92     4.46             72            6.78     6.13
       45               3.90      3.62            59            5.02     4.55             73            6.96     6.31
       46               3.96      3.67            60            5.14     4.65             74            7.13     6.50
       47               4.02      3.72            61            5.26     4.75             75            7.31     6.69
       48               4.08      3.77            62            5.39     4.86                           7.49     6.88
=================== ====================== ================ ====================== ================ ========================

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payments for 120 Months

==============================================================================================================================

                            Monthly Income Payment for each $1,000 Applied to this Income Plan
------------------------------------------------------------------------------------------------------------------------------
-------------------- ---------------------------------------------------------------------------------------------------------

                     Female Annuitant's Adjusted Age

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

      Male

Annuitant's  Adjusted   35         40        45          50         55           60         65           70         75
Age
-------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ---------------
-------------------- ---------- ---------- ---------- ---------- ----------- ---------- ------------ ----------- -------------

       35             $3.09      $3.16      $3.23      $3.28      $3.32       $3.36      $3.39        $3.40       $3.42
       40              3.13       3.22       3.31       3.39       3.46        3.51       3.56         3.59        3.61
       45              3.17       3.28       3.39       3.50       3.60        3.69       3.76         3.81        3.85
       50              3.19       3.32       3.45       3.60       3.74        3.87       3.98         4.07        4.14
       55              3.21       3.35       3.51       3.68       3.87        4.06       4.23         4.37        4.48
       60              3.23       3.37       3.55       3.75       3.98        4.23       4.47         4.70        4.88
       65              3.24       3.39       3.57       3.80       4.07        4.37       4.71         5.04        5.34
       70              3.24       3.40       3.59       3.83       4.13        4.48       4.90         5.36        5.81
       75              3.25       3.41       3.61       3.86       4.17        4.56       5.04         5.61        6.22
==================== ========== ========== ========== ========== =========== ========== ============ =========== =============

Income Plan 3 - Guaranteed Number of Payments

================================= ===============================================

                                  Monthly Income Payment for each

    Specified Period              $1,000 Applied to this Income Plan
--------------------------------- ---------------------------------------------
--------------------------------- ---------------------------------------------

        10 Years                                    $9.61
        11 Years                                     8.86
        12 Years                                     8.24
        13 Years                                     7.71
        14 Years                                     7.26
        15 Years                                     6.87
        16 Years                                     6.53
        17 Years                                     6.23
        18 Years                                     5.96
        19 Years                                     5.73
        20 Years                                     5.51
================================= =============================================

</TABLE>



<PAGE>



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     The Entire Contract The entire contract consists of this  Certificate,  the
     Master Policy, the Master Policy application,  any written application, and
     any Certificate endorsements and riders.

     All statements made in a written  application are  representations  and not
     warranties.  No  statement  will be used by us in  defense of a claim or to
     void the Certificate unless it is included in a written application.

     We may not modify this Certificate without your consent,  except to make it
     comply with any changes in the Internal  Revenue Code or as required by any
     other  applicable  law. Only our officers may change this  Certificate.  No
     other individual may do this.

     Master Policy  Amendment or Termination The Master Policy may be amended by
     us, terminated by us, or terminated by the Master Policyholder  without the
     consent of any other person. No termination  completed after the issue date
     of  this   Certificate   will  adversely  affect  your  rights  under  this
     Certificate.

     Incontestability We will not contest the validity of this Certificate after
     the issue date.

     Misstatement  of Age or Sex If any age or sex has been  misstated,  we will
     pay the amounts which would have been paid at the correct age and sex.

     If we find the  misstatement of age or sex after the income payments begin,
     we will:

          o    pay all amounts  underpaid  including  interest  calculated at an
               effective annual rate of 6%; or

          o    stop payments until the total payments are equal to the corrected
               amount.


     Annual  Statement At least once a year,  before the Payout  Start Date,  we
     will send you a statement containing Certificate Value information. We will
     provide you with  Certificate  Value  information at any time upon request.
     The information presented will comply with any applicable law.

     Deferment of Payments We will pay any amounts due from the Variable Account
     under this Certificate within seven days, unless:

          o    the New York  Stock  Exchange  is  closed  for other  than  usual
               weekends or holidays, or trading on such Exchange is restricted;

          o    an  emergency  exists as defined by the  Securities  and Exchange
               Commission; or

          o    the  Securities  and Exchange  Commission  permits  delay for the
               protection of Certificate holders.


<PAGE>

We reserve the right to postpone  payments or transfers  from the Standard Fixed
Account for up to six months. If we elect to postpone payments or transfers from
the Fixed Account  Options for 30 days or more, we will pay interest as required
by  applicable  law. Any interest  would be payable from the date the payment or
transfer request is received by us to the date the payment or transfer is made.

Variable Account  Modifications We reserve the right, subject to applicable law,
to make  additions  to,  deletions  from, or  substitutions  for the mutual fund
shares underlying the Variable  Sub-accounts.  We will not substitute any shares
attributable  to your interest in a Variable  Sub-account  without notice to you
and  beforeapproval  of the  Securities and Exchange  Commission,  to the extent
required by the Investment Company Act of 1940, as amended.

We reserve the right to  establish  additional  Variable  Sub-accounts,  each of
which would invest in shares of another mutual fund. You may then instruct us to
allocate  purchase  payments or transfers to such  Sub-accounts,  subject to any
terms set by us or the mutual fund.

In the event of any such substitution or change, we may by endorsement make such
changes as may be  necessary or  appropriate  to reflect  such  substitution  or
change.

If we deem it to be in the best  interests of persons having voting rights under
the Certificates,  the Variable Account may be operated as a management  company
under the Investment Company Act of 1940, as amended,  or it may be deregistered
under such Act in the event such registration is no longer required.



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