STANDARD INSURANCE CO, N-4, 1999-10-12

STANDARD INSURANCE CO
N-4, 1999-10-12

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<PAGE>

As filed with the Securities and Exchange Commission on October 12, 1999
Registration Nos. 333-____
and 811-____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [_]
Post-Effective Amendment No. _____ [_]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY [X]
ACT OF 1940

Amendment No. _____ [_]

SEPARATE ACCOUNT C
------------------
(Exact Name of Registrant)

STANDARD INSURANCE COMPANY
--------------------------
(Name of Depositor)

1100 S.W. 6th Avenue, Portland, Oregon 97204
--------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code:
(800) 262-7111

Name and Address of Agent for Service: Copy to:

J. Gregory Ness Frederick R. Bellamy, Esq.
Vice President and Corporate Secretary Sutherland Asbill & Brennan LLP
Standard Insurance Company 1275 Pennsylvania Avenue, N.W.
1100 S.W. 6th Avenue Washington, D.C. 20004-2415
Portland, Oregon 97204
Marilyn Bishop, Esq.
Retirement Plans Division
Standard Insurance Company
1100 S.W. 6th Avenue
Portland, Oregon 97204

Approximate date of proposed public offering:
As soon as practicable after effectiveness of the Registration Statement.

___________________

Title of securities being registered:
Group variable annuity contracts.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
<PAGE>

<TABLE>
<CAPTION>
Prospectus NAME/SM/
______, 2000 VARIABLE ANNUITY
<S> <C>
Please read this prospectus carefully before GROUP VARIABLE ANNUITY CONTRACT
investing, and keep it for future reference. It issued by
contains important information about the NAME Standard Insurance Company
group variable annuity contract. Through
Separate Account C
To learn more about the Contract, you may want to
look at the Statement of Additional Information
dated ______, 1999 (known as the "SAI"). For a The Contract has __ funding choices -- one
free copy of the SAI, contact us at: fixed account (paying a guaranteed minimum
fixed rate of interest) and __ variable
Standard Insurance Company Subaccounts which invest in the following
Retirement Plans Division mutual fund portfolios:
P.O. Box 711
Portland, Oregon 97207 American Century Variable Portfolios, Inc.
Telephone: _____________ . American Century VP Income & Growth
. American Century VP Value
Standard Insurance Company has filed the SAI with . American Century VP International
the U.S. Securities and Exchange Commission (the
"SEC") and has incorporated it by reference into T. Rowe Price Equity Series, Inc.
this prospectus. The SAI's table of contents . T. Rowe Price VIP Mid-Cap Growth
appears on page__ of this prospectus. . T. Rowe Price VIP New America Growth

The SEC maintains an Internet website T. Rowe Price International Series, Inc.
(http://www.sec.gov) that contains the SAI, . T. Rowe Price VIP International Stock
material incorporated by reference, and other
information. ABC Company Funds, Inc.
. Growth Fund
Variable annuity contracts involve certain risks, . Value Fund
and you may lose some or all of your investment.
. We do not guarantee how any of the Subaccounts DEF Company Funds, Inc.
will perform. . Bond Fund
. The Contract is not a deposit or obligation of
any bank, and no bank endorses or guarantees the This Prospectus must be accompanied by the
Contract. Funds' prospectuses.
. Neither the U.S. Government nor any federal
agency insures your investment in the Contract.

</TABLE>

Neither the SEC nor any state securities commission has approved or disapproved
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<PAGE>

Table of Contents
- --------------------------------------------------------------------------------

Definitions................................................................ 1
Summary.................................................................... 4
Standard Insurance Company................................................. 9

Published Ratings....................................................... 10

Separate Account C - The Variable Account.................................. 10

The Portfolios.......................................................... 11
Fund Management and Fees................................................ 12

The Contract............................................................... 12

Purchase of Contracts................................................... 13
Deposits................................................................ 14
Valuation of Accumulation Units......................................... 14
Account Value........................................................... 15
Variable Account Value.................................................. 15
Transfers............................................................... 16
Death Benefit........................................................... 17
Withdrawals............................................................. 17
Restrictions Under Qualified Plans...................................... 20
Delay of Payments....................................................... 20

Charges and Deductions..................................................... 21

Withdrawal Charge....................................................... 21
Administrative Charge................................................... 22
Insurance and Financial Services Fee.................................... 23
Asset Credit............................................................ 24
Transfer Fee............................................................ 24
Premium Taxes........................................................... 24
Federal Taxes........................................................... 24
Fund Expenses........................................................... 25
Reduction in Charges for Certain Groups................................. 25

Distribution of the Contracts.............................................. 25

Federal Tax Matters........................................................ 25

Qualified Contracts..................................................... 26
Required Distributions.................................................. 26
Corporate Pension and Profit-Sharing Plans.............................. 26
Section 403(b) Plans.................................................... 26
Deferred Compensation Plans............................................. 27

Historical Performance Data................................................ 30

-ii-
<PAGE>

Voting Rights.............................................................. 30

Legal Proceedings.......................................................... 31

Preparing for Year 2000.................................................... 32

Financial Statements....................................................... 32

Condensed Financial Information............................................ 32

Statement of Additional Information........................................ 33

Appendix A: The Fixed Account............................................. A-1

Appendix B: Termination................................................... B-1

Appendix C: Loans......................................................... C-1

Appendix D: Annuity Payments.............................................. D-1

Purchase of Annuities................................................... D-1
Annuity Purchase Rates.................................................. D-2
Annuity Payments........................................................ D-2

-iii-
<PAGE>

<TABLE>
<CAPTION>
Definitions
- ----------------------------------------------------------------------------------------------------------------

<S> <C>
- ----------------------------------------------------------------------------------------------------------------
Account Value Account Value is value held under this Contract. The value may be maintained in
either the Fixed Account, the Variable Account or both, depending on allocations.
- ----------------------------------------------------------------------------------------------------------------
Accumulation Unit An Accumulation Unit is a unit of measure used to calculate the variable Account Value
during the accumulation period.
- ----------------------------------------------------------------------------------------------------------------
Annual Date The Annual Date is the Contract Date and the same date of the same month each year
thereafter.
- ----------------------------------------------------------------------------------------------------------------
Annuitant and The Annuitant and Contingent Annuitant are the persons upon whose lives the Annuity
Contingent Annuitant Payouts made after the Annuity Commencement Date will be based.
- ----------------------------------------------------------------------------------------------------------------
Annuity Commencement The Annuity Commencement Date is the date on which annuity payments are to start.
Date
- ----------------------------------------------------------------------------------------------------------------
Beneficiary The Beneficiary is the individual or individuals to whom the death benefit is paid if
the Annuitant dies before the Annuity Commencement Date.
- ----------------------------------------------------------------------------------------------------------------
Business Day A Business Day is any day that the NYSE is open for trading, except the day after
Thanksgiving and December 24 or the first weekday preceding December 24 if December 24
is considered the Christmas holiday, or falls on a weekend. Transactions are
processed on Business Days only.
- ----------------------------------------------------------------------------------------------------------------
Code The Code is the Internal Revenue Code of 1986, as amended.
- ----------------------------------------------------------------------------------------------------------------
Contract A Contract is the Standard Insurance Company Group Annuity Contract between you, the
Contractowner, and us, Standard Insurance Company.
- ----------------------------------------------------------------------------------------------------------------
Contract Date The Contract Date is the effective date of the Contract indicated on the signature
page of the Contract.
- ----------------------------------------------------------------------------------------------------------------
Contract Year The Contract Year is each twelve-consecutive-month period beginning on an Annual Date.
- ----------------------------------------------------------------------------------------------------------------
Contractowner The Contractowner is the party or parties named on the signature page of this Contract
or, upon delivery of Written Notice to us at our Home Office in Portland, Oregon, such
party's or parties' successor in interest by reason of change of name, merger,
consolidation, purchase of stock, or acquisition of substantially all of the assets of
the Contractowner's business.

The Contractowner may be referred to as you and your.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

-1-
<PAGE>

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
Deposit Deposits are the amounts paid into the Contract (net of any deduction for premium
taxes).
- ----------------------------------------------------------------------------------------------------------------
Home Office Our Home Office is:
Standard Insurance Company
Retirement Plans Division
1100 S.W. Sixth Avenue
Portland, Oregon 97204
Or
P.O. Box 711
Portland, Oregon 97207

The Home Office address for deposits only:
--------
Standard Insurance Company
Retirement Plans Division, Unit 92
P.O. Box 4500
Portland, Oregon 97208-4500
- ----------------------------------------------------------------------------------------------------------------
Investment Option An Investment Option is an option in which you have chosen to invest your Plan assets.
An Investment Option is operative when you instruct us to deposit or transfer your
assets to it. Each Subaccount of the Variable Account and each fixed account option,
if any, is a separate Investment Option.
- ----------------------------------------------------------------------------------------------------------------
Market Value Adjustment A Market Value Adjustment is a charge deducted from the amounts you withdraw or
transfer from a Fixed Account Investment Option.
- ----------------------------------------------------------------------------------------------------------------
Participant A Participant is any person defined as a Participant in the Plan, who has enrolled
under this Contract and on whose behalf The Standard maintains an Account Value.
- ----------------------------------------------------------------------------------------------------------------
Pending Allocation The Pending Allocation Account is the _____ Account used for deposits received without
Account --------
allocation instructions.
- ----------------------------------------------------------------------------------------------------------------
Plan The Plan is the plan or arrangement named in the Contract Specifications, which
includes any employer based arrangement whether or not considered a plan under State
or Federal law.
- ----------------------------------------------------------------------------------------------------------------
Plan Administrator The Plan Administrator is the Plan sponsor, Plan trustee(s), Plan fiduciary, or a
person or persons specifically designated by you to have the authority to control and
manage the operation and administration of your Plan. The Standard is not the Plan
Administrator.
- ----------------------------------------------------------------------------------------------------------------
Portfolio Any of the underlying portfolios of a mutual fund in which deposits allocated to the
--------
Variable Account are indirectly invested.
- ----------------------------------------------------------------------------------------------------------------
Subaccount A Subaccount is that portion of the Variable Account which invests in shares of a
particular mutual fund portfolio. There is a separate Subaccount that corresponds to
each mutual fund portfolio.
- ----------------------------------------------------------------------------------------------------------------
The Standard The Standard is Standard Insurance Company and will also be referred to as we, us,
our, and our Company.
- ----------------------------------------------------------------------------------------------------------------
We, Us, Our We are Standard Insurance Company.
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

-2-
<PAGE>

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
Written Notice Written Notice is any notice required by the Contract. Written Notice required of you
shall be delivered to us at our Home Office, unless we notify you otherwise.

Alternatively, any Written Notice required of us by this Contract shall be sent to you
at your last business address on our records. It is your responsibility to notify us
in writing of any changes in your business address.
- ----------------------------------------------------------------------------------------------------------------
You, Your You are the Contractowner.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

-3-
<PAGE>

Summary
- --------------------------------------------------------------------------------

This is a summary of some of the more important points that you should know and
consider before purchasing the NAME variable annuity contract.

The NAME Variable Annuity Contract is a group contract issued to an employer,
retirement trust (or trustee(s)), or other group contract owner. Standard
Insurance Company ("we," "us," "our," or "The Standard") issues the Contract to
the Contractowner in connection with a retirement plan or other arrangement
maintained by the Contractowner (a "Plan"). Under the Contract, we maintain
individual accounts for each Participant under the Plan. We will issue an
individual certificate for each Participant. "You" and "your" generally means
the Contractowner, but pursuant to the Plan, the Contractowner may in many
instances follow a Participant's instructions.

This prospectus only describes the Contracts; it does not describe any Plan or
any Participant's rights under a Plan. The terms of the applicable Plan (or any
applicable law or regulation) may restrict or override any rights or privileges
under the Contract or described in this Prospectus. Participants should consult
a competent adviser as to their rights under their Plan.

The Contract

The NAME variable annuity contract lets you and/or your Participants invest on a
tax-deferred basis for retirement or other long-term purposes. Tax deferral
allows the entire amount invested to remain in the Contract where it can
continue to produce an investment return. Therefore, the investment could grow
faster than in a comparable taxable investment where current income taxes would
be due each year.

Each Participant's Account Value may be divided among the Fixed Account and up
to __ of the __ variable Subaccounts which invest in specified portfolios of
underlying mutual funds. We guarantee the principal and a minimum interest rate
for all amounts allocated to the Fixed Account. (See Appendix A for a
discussion of the Fixed Account.) However, the value of all amounts allocated
to the variable Subaccounts is not guaranteed. Instead, any investment in the
variable Subaccounts will go up or down with the performance of the particular
mutual fund portfolios you select. You may lose money on investments in the
variable Subaccounts.

Like most annuity contracts, different rules apply to the NAME contract before
and after the Annuity Commencement Date you select for each Participant
Certificate. Before the Annuity Commencement Date, you may invest more money in
the Certificate (subject to the terms of the Plan). After the Annuity
Commencement Date, the Participant will receive one or more annuity payments.
The amount of money accumulated in the Contract before the Annuity Commencement
Date has a major effect on the size of the payments the Participant receives
after the Annuity Commencement Date.

-4-
<PAGE>

Annuity Payments

On the Annuity Commencement Date, you may apply the Account Value to receive
fixed annuity payments. We guarantee that fixed annuity payments will remain
constant throughout the payment period. See Appendix D for a discussion of
annuity payments.

Purchasing the Contract

The Contract is available through certain qualified plans (ones that qualify for
favorable Federal income tax treatment), or with a non-qualified deferred
compensation arrangement.

Funding Choices

You may allocate each new deposit (and existing Account Value) among variable
Subaccounts which invest in the mutual fund portfolios described herein.

You may also allocate purchase payments and Account Value to the Fixed Account.
We guarantee your Fixed Account allocation will earn at least 3% interest per
year.

Charges and Deductions

We currently do not deduct any charges from your deposits when received. We
reserve the right to deduct premium tax charges from deposits in the future.

We make deductions from the Account Value for administrative, insurance, and
distribution expenses. First, for administrative services, we deduct a
quarterly administrative fee of $___ from each Participant Account. Absent
other instructions, this fee shall be deducted pro rata from the Investment
Option(s) for each Participant Amount.

Alternatively, you (the Contractowner) may elect to pay this fee independent of
the Plan's assets. To do so, you must send us Written Notice of your election.

Second, if you surrender a Certificate or make a cash withdrawal, we may deduct
a withdrawal charge. However, there is no withdrawal charge on "benefit
withdrawals," as described on p. _____. This withdrawal charge is a percent of
the amount withdrawn, based on the Contract Year. It only applies during the
first 4 Contract Years. During the first Contract Year the fee is 3% of the
amount withdrawn, decreasing to 2% in the next Contract Year, 1% in the third
and fourth Contract Years and 0% thereafter. (Surrenders and withdrawals from
the Fixed Account that do not qualify as benefit withdrawals may also be subject
to a market value adjustment; see Appendix B.)

Third, we deduct an Insurance and Financial Services Fee from the Variable
Account assets on a daily basis. The daily fee is deducted at an annual rate of
1.05% to 1.30% of Variable Account assets depending on the portfolio.

In addition, investment management fees, operating expenses, and in some cases
12b-1 fees are deducted from each portfolio of the underlying mutual funds.
There is no charge for transfers.

-5-
<PAGE>

The following tables summarize these charges. (We may also deduct premium tax
charges.)

Contractowner Transaction Expenses:
- -----------------------------------

Withdrawal Charge (% of amount being withdrawn):

Yr 1 2 3 4 5+
---------------------------------------
% 3 2 1 1 0
---------------------------------------

Quarterly Administrative Charge..... $_____
- -------------------------------

Variable Account Annual Expenses:
- ---------------------------------

Insurance and Financial Services Fee:

---------------------------------------------------------------------
Insurance and
Financial
Portfolio Services Fee
---------------------------------------------------------------------
American Century VP Income & Growth 1.15%
---------------------------------------------------------------------
American Century VP Value 1.15%
---------------------------------------------------------------------
American Century VP International 1.15%
---------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth 1.25%
---------------------------------------------------------------------
T. Rowe Price New America Growth 1.25%
---------------------------------------------------------------------
T. Rowe Price International Stock 1.25%
---------------------------------------------------------------------
ABC Fund X 1.05%
---------------------------------------------------------------------
ABC Fund Y 1.10%
---------------------------------------------------------------------
DEF Fund Z 1.30%
---------------------------------------------------------------------

Portfolio Annual Expenses/(1)/
(% of net assets of the portfolio)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Management Other Total Portfolio
Fee/(2)/ Expenses/(2)/,/(3)/ Expenses/(2)/
(after any 12b-1 (after any (after wavier or
Portfolio waiver) Fees reimbursement) reimbursement)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
American Century VP Income & Growth
- ------------------------------------------------------------------------------------------------------
American Century VP Value
- ------------------------------------------------------------------------------------------------------
American Century VP International
- ------------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth
- ------------------------------------------------------------------------------------------------------
T. Rowe Price New America Growth
- ------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock
- ------------------------------------------------------------------------------------------------------
ABC Fund X
- ------------------------------------------------------------------------------------------------------
ABC Fund Y
- ------------------------------------------------------------------------------------------------------
DEF Fund Z
- ------------------------------------------------------------------------------------------------------
</TABLE>

/(1)/ These expenses are deducted directly from the assets of the underlying
mutual fund portfolios and therefore reduce their net asset value. The
investment adviser of each underlying mutual fund supplied the above
information, and we have not independently verified it. See the
underlying mutual funds' prospectuses for more complete information.

/(2)/ [Footnote table disclosing fees and expenses before waiver or
reimbursement]

/(3)/ Other Expenses are those incurred for the year ended December 31, 1998.

-6-
<PAGE>

Examples. The following tables give examples of expenses each Participant
might pay indirectly, on a $1,000 deposit, assuming 5% annual return on assets
(and assuming the entire deposit is allocated to the designated subaccount).

(arrow) If you surrender the Certificate at the end of the applicable time
period and it does not qualify as a benefit withdrawal, you would pay the
---
following expenses:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Subaccount 1 year 3 years
- ---------- ------ -------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
American Century VP Income & Growth
- ------------------------------------------------------------------------------------------------------------------
American Century VP Value
- ------------------------------------------------------------------------------------------------------------------
American Century VP International
- ------------------------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth
- ------------------------------------------------------------------------------------------------------------------
T. Rowe Price New America Growth
- ------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock
- ------------------------------------------------------------------------------------------------------------------
ABC Fund X
- ------------------------------------------------------------------------------------------------------------------
ABC Fund Y
- ------------------------------------------------------------------------------------------------------------------
DEF Fund Z
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(arrow) If you surrender the Certificate at the end of the applicable time
period and it does qualify as a benefit withdrawal, you would pay the following
----
expenses:

(arrow) If you annuitize or do not surrender the Certificate at the end of the
applicable time period, you would pay the following expenses:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Subaccount 1 year 3 years
- ---------- ------ -------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
American Century VP Income & Growth
- ------------------------------------------------------------------------------------------------------------------
American Century VP Value
- ------------------------------------------------------------------------------------------------------------------
American Century VP International
- ------------------------------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth
- ------------------------------------------------------------------------------------------------------------------
T. Rowe Price New America Growth
- ------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock
- ------------------------------------------------------------------------------------------------------------------
ABC Fund X
- ------------------------------------------------------------------------------------------------------------------
ABC Fund Y
- ------------------------------------------------------------------------------------------------------------------
DEF Fund Z
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

These examples reflect the $__ quarterly Administrative Fee as a deduction of
___% (annually) of assets in the variable Subaccounts (based on an anticipated
average Participant Account Value of $__________). These examples do not
reflect any premium tax charges.

These examples are not intended to represent past or future expenses. Actual
expenses may be greater or less than those shown. The assumed 5% return is
purely hypothetical. Actual returns (investment performance) will vary, and may
be more or less than 5%.

-7-
<PAGE>

Taxes

You are generally required to pay taxes on all amounts withdrawn from a
qualified contract because deposits were made with before-tax dollars.

Distributions from the Contract are taxed as ordinary income. If the Contract
is a 403(b) annuity, then federal tax law restricts the right to make
withdrawals from salary reduction contributions (and earnings, if any) credited
to your [NAME] Account Value. These withdrawal restrictions apply only to
amounts (and earnings, if any) credited after December 31, 1988. Participants
may also have to pay a tax penalty if there is a cash withdrawal before age
59 1/2. Federal tax law may also require Participants to start receiving annuity
income by a particular date. For more information, see "Federal Tax Matters,"
page [__]. An employer's retirement plan may also restrict the right to make
transfers or take a cash withdrawal.

Withdrawals

Surrender and withdrawals may be prohibited or severely limited by the terms of
your Plan and/or applicable law. Severe tax penalties may also apply. See your
Plan documents and/or consult a tax adviser before making a surrender or
withdrawal.

To the extent permitted by the terms of your Plan and applicable law, a
Certificate can be surrendered before the Annuity Commencement Date for the
Participant Account Value less any withdrawal charge, administration charge, and
any premium tax charge. Surrenders from the Fixed Account may also be subject
to a market value adjustment, which could further reduce the proceeds. (The
withdrawal charge and market value adjustment will not apply to surrenders that
qualify as benefit withdrawals.) Any outstanding loan balance will also be
deducted.

To the extent permitted by the terms of your Plan and applicable law, Cash
withdrawals can be made from a Participant's Account Value. A withdrawal charge
and market value adjustment may be deducted for withdrawals. However, no such
deductions are made for benefit withdrawals; see p. ____.

Automatic Partial Withdrawals: Participants may arrange for automatic partial
withdrawals of the same dollar amount to be made every month, three months, six
months, or twelve months. These withdrawals may be taxable.

Surrenders and withdrawals cannot be made after the applicable Annuity
Commencement Date.

Death Benefit

The Contract provides a death benefit if a Participant dies before the Annuity
Commencement Date. We will pay the death benefit to the Beneficiary (designated
by the Participant) in a lump sum or as a series of annuity payments.

The death benefit is equal to the Account Value less any outstanding loan
balance.

-8-
<PAGE>

Other Information

Free Look: In certain states, you may cancel the Contract by returning it
within 10 days after you receive it. When we receive the returned Contract, we
will cancel it and generally will refund your Account Value plus any charges
deducted. In some states, we will refund the full amount of your deposits
instead. (The "free look" period may be longer in some states.)

Transfers: Before the Annuity Commencement Date, you may transfer all or part
of a Participant's Account Value from one Subaccount to another Subaccount or to
the Fixed Account. There is no charge for a transfer. (Transfers out of the
Fixed Account not directed by a Participant may be subject to a market value
adjustment; see Appendix B).

Loans: Loans may be available under your Plan, subject to certain conditions.
See your Plan and Appendix C.

Financial Information: Our financial statements are in the Statement of
Additional Information. There are no financial statements for the Variable
Account because, as of the date of this prospectus, it had not commenced
operations and had no assets and no liabilities.

Inquiries

If you have questions about your Contract or need to make changes, contact your
financial representative who sold you the Contract, or contact us at:

Standard Insurance Company
Retirement Plans Division
P.O. Box 711
Portland, Oregon 97297
Telephone: 800-762-7111

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

The Contract is not available in all states. This prospectus does not offer
to sell securities in any jurisdiction where they cannot be lawfully sold. You
should rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

NOTE: Because this is a summary, it does not contain all the information
that may be important to you. You should read this entire prospectus and the
underlying mutual funds' prospectuses carefully before investing. The
requirements of your particular retirement plan, an endorsement to the Contract,
or limitations or penalties imposed by the Internal Revenue Code (the "Code")
may impose limits or restrictions on deposits, surrenders, distributions or
benefits, or on other provisions of the Contract. This prospectus does not
describe these limitations or restrictions. (See "Federal Tax Matters".)

Standard Insurance Company
- --------------------------------------------------------------------------------

Standard Insurance Company offers a wide range of group and individual
life, annuity, and disability products, although its major focus has been in the
group long-term disability and group life insurance business. The Standard has
earned a reputation for financial strength and fulfillment of its obligations
and is dedicated to serving its customers. Standard Insurance
-9-
<PAGE>

Company has met the rigorous standards for membership in the Insurance
Marketplace Standards Association (IMSA). IMSA is a voluntary organization
created to assist companies in establishing and maintaining high standards of
market conduct in the sale of individual life insurance and annuity products.
The Standard's IMSA membership signifies, among other things, that the company
conducts business according to high standards of honesty and fairness and
provides competent and customer-focused sales and services.

The Standard is licensed in all states (except New York) and the District
of Columbia. It was founded in 1906 as the Oregon Life Insurance Company. It
became a mutual insurance company in 1929 and adopted its present name in 1946.
In 1999, The Standard completed a demutualization process and is now a wholly-
owned subsidiary of StanCorp Financial Group, Inc. The initial public offering
of stock in StanCorp Financial Group took place on April 16, 1999.

Published Ratings

We may publish (in advertisements, sales literature, and reports to
Contractowners) the ratings and other information assigned to us by one or more
independent insurance industry analysts or rating organizations such as A. M.
Best Company, Standard & Poor's Corporation, and Weiss Research, Inc. These
ratings reflect the organization's current opinion of an insurance company's
financial strength and operating performance in comparison to the norms for the
insurance industry; they do not reflect the strength, performance, risk, or
safety (or lack thereof) of the variable Subaccounts. The claims-paying ability
rating as measured by Standard & Poor's is an opinion of an operating insurance
company's financial capacity to meet its obligations under its outstanding
insurance and annuity policies.

Separate Account C - The Variable Account
- --------------------------------------------------------------------------------

On August 2, 1999, Separate Account C (the "Variable Account") was
established as an insurance company separate account under Oregon law. The
variable Subaccounts are subaccounts or divisions of the Variable Account. The
Variable Account is a segregated investment account, meaning that the portion of
its assets equal to its reserves and other liabilities may not be charged with
liabilities resulting from any other business that we may conduct. Income,
gains and losses, whether realized or not, from assets allocated to each
Subaccount are, in accordance with the applicable annuity contracts, credited to
or charged against that Subaccount without regard to any other income, gains or
losses of any other Subaccount or of The Standard. We do not guarantee the
investment performance of the Variable Account or any Subaccount. Any
investment gain or loss depends on the investment performance of the funds.
Contractowners or Participants, as applicable, assume the full investment risk
for all amounts placed in the Variable Account.

The Variable Account is registered with the SEC as a unit investment trust
under the provisions of the Investment Company Act of 1940 (the "1940 Act"). It
meets the definition of a "separate account" under the Federal securities law.
The SEC does not supervise the Variable Account or The Standard.

-10-
<PAGE>

Subject to the terms of the applicable Plan, Participants may choose the
Subaccount(s) to which deposits are allocated. There is a separate Subaccount
which corresponds to each portfolio. Contractowners or Participants, as
applicable, may change allocations without penalty or charges. Shares of the
portfolios will be sold at net asset value (see the portfolios' Prospectuses for
an explanation of net asset value) to the Variable Account in order to fund the
Contracts. The portfolios generally are required to redeem their shares at net
asset value upon our request. We reserve the right to add, delete or substitute
portfolios.

The Portfolios

Each Subaccount of the Variable Account invests exclusively in shares of a
particular mutual fund portfolio. The assets of each portfolio are separate
from the assets of the other portfolios. Thus, each portfolio operates
separately, and the income, gains, or losses of one portfolio have no effect on
the investment performance of any other portfolio.

The investment objectives of each mutual fund portfolio are summarized
below. There is no assurance that any of the portfolios will achieve their
stated objectives. More detailed information, including a description of risks,
is in the prospectuses of the portfolios.

Portfolio Investment Objective
- -----------------------------------------------------------------------------------------------
<S> <C>
American Century VP Seeks dividend growth, current income and capital appreciation. The
Income & Growth Portfolio will seek to achieve its investment objective by investing
in common stocks.
- -----------------------------------------------------------------------------------------------
American Century VP Seeks long-term capital growth with income as a secondary objective.
Value Invests primarily in equity securities of well-established companies
that management believes to be under-valued.
- -----------------------------------------------------------------------------------------------
American Century VP Seeks capital growth by investing primarily in securities of foreign
International companies that management believes to have potential for appreciation.
- -----------------------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Seeks long-term capital appreciation by investing primarily in
Growth companies that offer proven products or services.
- -----------------------------------------------------------------------------------------------
T. Rowe Price New Seeks long-term growth of capital through investments primarily in the
America Growth common stocks of U.S. growth companies which operate in service
industries.
- -----------------------------------------------------------------------------------------------
T. Rowe Price Seeks long-term growth of capital through investments primarily in
International Stock common stocks of established, non-U.S. companies
- -----------------------------------------------------------------------------------------------
ABC Fund X
- -----------------------------------------------------------------------------------------------
ABC Fund Y
- -----------------------------------------------------------------------------------------------
DEF Fund Z
- -----------------------------------------------------------------------------------------------
</TABLE>

Each mutual fund portfolio is designed to provide an investment vehicle for
variable annuity and variable life insurance contracts issued by various
insurance companies (and possibly qualified retirement plans). For more
information about the risks associated with the use of the same funding vehicle
for both variable annuity and variable life insurance contracts of various
insurance companies, and other retirement plans, see the prospectuses of the
portfolios which accompany this prospectus.

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<PAGE>

These mutual fund portfolios are not available for purchase directly by the
general public, and are not the same as other mutual fund portfolios with very
similar or nearly identical names that are sold directly to the public.
However, the investment objectives and policies of certain portfolios available
under the Contract are very similar to the investment objectives and policies of
other portfolios that are or may be managed by the same investment adviser or
manager. Nevertheless, the investment performance and results of the portfolios
available under the Contract may be lower, or higher, than the investment
results of such other (publicly available) portfolios. There can be no
assurance, and no representation is made, that the investment results of any of
the portfolios available under the Contract will be comparable to the investment
results of any other mutual fund portfolio, even if the other portfolio has the
same investment adviser or manager and the same investment objectives and
policies, and a very similar name.

We may receive payments or revenues from some or all of the mutual fund
portfolios or their investment advisers, which will be applied to reduce the
Insurance and Financial Services fee with respect to those portfolios. See
"Insurance and Financial Services Fee."

We will purchase shares of the portfolios at net asset value and allocate
them to the appropriate Subaccounts of the Variable Account. We will redeem
sufficient shares of the appropriate portfolios to pay Annuity Payouts, death
benefits, withdrawal proceeds or for other purposes described in the Contract.
If Contractowners or Participants desire to transfer all or part of their
investment from one Subaccount to another, we may redeem shares held in the
first Subaccount and purchase shares for the other Subaccount.

Some plans limit the portfolios available to Participants.

Fund Management and Fees

Listed below are the investment advisers for the portfolios, and the
investment advisory fee each portfolio pays its investment adviser to manage its
investments.

Advisory Fee
Investment Annual Rate
Portfolio Adviser (% of net assets)
--------- ------- -----------------

[Information to be added by pre-effective amendment]

The Contract
- --------------------------------------------------------------------------------

The Contract is a deferred variable annuity. Your rights and benefits as
owner of the Contract are described below and in the Contract. However, we
reserve the right to modify the Contract to comply with any law or regulation,
or to give you the benefit of any law or regulation, where permitted by state
law.

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<PAGE>

Purchase of Contracts

A prospective Contractowner wishing to purchase a Contract must apply for
it through one of our authorized sales representatives. The completed
application is sent to us and we decide whether to accept or reject it. Once
the application is accepted, a Contract is prepared and executed by our legally
authorized officers. See "Distribution of the Contracts."

Once we receive a completed application and all other information necessary
for processing a purchase order, an initial deposit will be priced no later than
two Business Days after we receive the order. Information necessary for
processing a purchase or deposit includes the allocation of the deposit among
the Participant Accounts, and the allocation among the Subaccounts for each
Participant. If we receive deposit amounts without allocation instructions, we
will notify the Contractowner and direct the deposit amounts for new
Participants to a pending allocation account until we receive all necessary
information.

We will transfer Account Value in the pending allocation account in
accordance with allocation percentages elected on properly completed allocation
instructions within two valuation dates of receipt of such form, and allocate
all future deposits in accordance with these percentages until such time as we
are notified of a change. If we do not receive properly completed instructions
after we have sent three monthly notices, we will refund the deposits in the
pending allocation account, together with earnings thereon (unless applicable
ERISA requirements preclude return of earnings), for which no properly completed
instructions have been received within 105 days of the day we receive the
initial deposit.

The quarterly administrative charge will not apply to the pending
allocation account. Participants may not allocate deposits to, make transfers
to or from, take loans from, or make withdrawals from the pending allocation
account, except as set forth in the Contract.

Once we have received your deposit and have validated your crediting and
allocation instructions, we will apply your deposits for existing Participants
pursuant to those instructions as of the Business Day of receipt and validation
of all of the necessary information. Deposits are processed on Business Days
only.

In order to purchase a group contract, the Plan on whose behalf the
Contract will be held must be one of the qualified plans for which the Contracts
are designed or a nonqualified deferred compensation arrangement. Also,
depending on applicable law, a minimum number of Participants may be required to
be participating in the Plan. The Standard may impose additional eligibility
requirements; any such additional eligibility requirements will be applied in a
nondiscriminatory manner.

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<PAGE>

Deposits

Deposits are payable to us at a frequency and in an amount selected in the
application. In addition, we reserve the right to return amounts exceeding five
million dollars received in any one calendar month. If deposits stop, the
Contract may remain in force as a paid-up Contract, subject to the termination
provisions of Appendix B. Payments may be resumed at any time until the group
contract or certificate, as applicable, terminates.

Deposits are placed into the Variable Account's Subaccounts, each of which
invests in shares of its corresponding fund or series, according to a
Contractowner's or a Participant's instructions. Deposits for each Participant
may be allocated to a maximum of ______ Subaccounts, or to a maximum of _______
Subaccounts and the fixed account.

Valuation of Accumulation Units

Accumulation Units will be valued once daily as of the close of trading
(currently 4:00 p.m., New York time) on each day that the New York Stock
Exchange ("NYSE") is open for trading, except (a) the day after Thanksgiving,
and (b) either (i) December 24, or (ii) the first weekday preceding December 24,
if December 24 falls on a weekend, or if it is considered the Christmas Holiday
("Business Day").

Accumulation Units. Deposits allocated to the Variable Account are
converted into Accumulation Units. The number of Accumulation Units resulting
from each deposit is equal to the deposit divided by the value of an
Accumulation Unit for the Subaccount for the Valuation Period during which the
deposit is received at our Home Office and accepted by us. (A Valuation Period
is from the close of trading on the NYSE on one business Day to the close of
trading on the next Business Day.) The Accumulation Unit value for each
Subaccount was or will be arbitrarily established at the inception of the
Subaccount. It may increase or decrease from Valuation Period to Valuation
Period. The Accumulation Unit value for a Subaccount for any later Valuation
Period is calculated by multiplying the value of that unit at the end of the
prior valuation period by the Valuation Subaccount's net investment factor for
the Valuation Period. The value of a variable Accumulation Unit can go either
up or down. The number of Accumulation Units credited to the Account Value will
not be changed by any change in the dollar value of Accumulation Units in any
Subaccount.

The net investment factor is used to determined the value of accumulation
and annuity unit values for the end of a Valuation Period.

Net Investment Factor. For any Subaccount of the Variable Account, the net
investment factor for a Valuation Period, before the Annuity Commencement Date,
is (a) divided by (b), minus (c):

Where (a) is:

The net asset value per share of the underlying mutual fund portfolio held
in the Subaccount, as of the end of the Valuation Period; plus or minus the
per share amount of

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<PAGE>

any dividend or capital gain distributions if the "ex-dividend" date occurs
in the Valuation Period; plus or minus a per-share charge or credit as we
may determine, as of the end of the Valuation Period, for taxes.

Where (b) is:

The net asset value per share held in the Subaccount as of the end of the
last prior Valuation Period.

Where (c) is:

The daily Insurance and Financial Services Fee times the number of calendar
days in the current Valuation Period.

Account Value

A Participant's Account Value prior to the Annuity Commencement Date is
equal to:

(a) the Variable Account Value; plus

(b) the Fixed Account value.

Variable Account Value. Variable Account Value is not guaranteed. It
equals the sum of the values of the variable Subaccounts under the Contract.
The value of each variable Subaccount is calculated on each Business Day.

Each Participant's Variable Account Value is equal to the sum of each of
that Participant's value in each variable Subaccount. On any Business Day, the
value of each variable Subaccount for a Participant equals:

(a) the value, if any, of the Subaccount on the previous Business Day,
increased or decreased by its investment experience and daily charge
(i.e., the number of Accumulation Units credited to that Participant
in that Subaccount as of the previous Business Day, times the
applicable Accumulation Unit Value as of the current Business Day);
plus

(b) the amount of any deposits allocated to the Subaccount since the
previous Business Day (net of any premium taxes attributable to the
deposit); plus

(d) the amount of any withdrawals (including any withdrawal charge) from
the Subaccount since the previous Business Day; minus

(e) the amount of any transfers out of the Subaccount since the previous
Business Day (including any applicable transfer charge); minus

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<PAGE>

(f) the portion of the quarterly Administrative Charge allocated to the
Subaccount since the previous Business Day; minus

(g) the portion of any deduction for premium taxes allocated to the
Subaccount since the previous Business Day, or deducted from the
deposit.

Deductions (f) and (g) will be made from each Subaccount in the same proportion
that the value of the Subaccount bears to the Participant Account Value.

See Appendix A for a discussion of Fixed Account Value.

Transfers

Prior to the Annuity Commencement Date (but not thereafter), the
Participant or Contractowner may transfer all or a portion of Account Value from
one Subaccount to another. A transfer involves the redemption of Accumulation
Units in one Subaccount and the purchase of Accumulation Units in the other
Subaccount. A transfer will be done using the respective Accumulation Unit
values as of the Business Day we receive the transfer request (in good order).

Transfers shall be made by telephone or electronic communication, unless we
have agreed to accept a request in writing. In order to prevent unauthorized or
fraudulent telephone transfers, we may require a Contractowner or Participant,
as applicable, to provide certain identifying information before we will act
upon their instructions. We may also assign the Contractowner or Participant,
as applicable, a Personal Identification Number (PIN) to serve as
identification. We will not be liable for following telephone instructions we
reasonably believe are genuine. Telephone transfer requests may be recorded and
written confirmation of all transfer requests will be mailed to the
Contractowner or Participant, as applicable.

A transfer among Subaccounts will result in the purchase of Accumulation
Units in one Subaccount and the redemption of Accumulation Units in the other
Subaccount. Such a transfer will be effected at Accumulation Unit values
calculated at the end of the Valuation Period during which the transfer request
is received in good order at our Home Office.

The Participant or Contractowner may also transfer all or any part of the
Account Value from the Subaccount(s) to the Fixed Account, or from the Fixed
Account to the various Subaccount(s).

Transfers (and withdrawals) from the Fixed Account may be subject to a
Market Value Adjustment and/or delayed for up to six (6) months. See Appendix
B.

A Contractowner or Participant thinking about a transfer of Account Value
should consider the inherent risk involved. Frequent transfers based on short-
term expectations (such as for attempted "market timing") may increase the risk
that a transfer will be made at an inopportune time.

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<PAGE>

There is no charge for a transfer.

Transfers are not allowed after the Annuity Commencement Date (since only
fixed Annuity Payouts are available under the Contract). However, transfers are
available after commencement of automatic partial withdrawals.

Death Benefit

If a Participant dies before the Annuity Commencement Date, a death benefit
will be paid to the Participant's designated Beneficiary. The death benefit is
equal to the Participant's Account Value less any outstanding loan balance. (No
withdrawal charge, administrative charge, or market value adjustment is deducted
from the death benefit.) The death benefit will be determined at the end of the
Valuation Period during which both due proof of death and election of a form of
benefit have been received by The Standard.

A Participant may designate a Beneficiary during the life of the
Participant. Unless otherwise stated in the Beneficiary designation, if there
is more than one Beneficiary, they are presumed to share equally. The
Participant may change any Beneficiary unless otherwise provided in the previous
designation. A change of Beneficiary will revoke any previous designation. A
change may be made by filing a written request, in a form acceptable to us, at
our Home Office. The change will become effective upon receipt of the written
request by us at our Home Office.

Unless otherwise provided in the Beneficiary designation, if any
Beneficiary dies before the Participant, that Beneficiary's interest will go to
any other Beneficiaries named, according to their respective interests. If
there are no Beneficiaries, the Beneficiary's interest will pass to a contingent
Beneficiary(s), if any. If no Beneficiary or contingent Beneficiary survives
the Participant, the death benefit will be paid in one lump sum to the
Participant's estate.

Proof of death will be a certificate of death, a copy of a certified decree
of a court of competent jurisdiction as to the finding of death, or any other
proof satisfactory to us. All death benefit payments will be subject to the
laws and regulations governing death benefits. In addition, no payment of death
benefit provided upon the death of the Participant will be allowed that does not
satisfy the requirements of Section 401(a)(9) of the Code, if applicable.

The death benefit may be paid in a lump sum or under a settlement option
then available. If a lump sum settlement is elected, the proceeds will
generally be paid within seven days of approval by us of the claim. This
payment may be postponed as permitted by the 1940 Act.

Withdrawals

Withdrawals (and surrenders, or full withdrawals) may be prohibited or
severely restricted by the applicable Plan or by laws and regulations applicable
to the Plan, or both. The following generally describes only the Contract, and
not any Plan or applicable law.

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<PAGE>

Benefit Withdrawals. Benefit withdrawals are withdrawals initiated by a
Participant because of the Participant's financial hardship, termination of
employment, retirement, disability, or death. They also include a cash-out of a
Participant's account balance (if less than the amount specified in the
Contract), transfers initiated by a Participant, loans to Participants, annuity
purchases, and payments made pursuant to a Qualified Domestic Relations Order.
We will not deduct a withdrawal charge or market value adjustment from benefit
withdrawals. We may require reasonable proof that benefit withdrawals are being
made consistent with the terms of the Plan and the Contract.

Contractowner Withdrawals. Contractowner withdrawals include withdrawals or
transfer requests initiated by a Participant due to some corporate act, such as
spin-off, divestiture, corporate relocation, layoff, retirement incentive
program, partial or total Plan termination, or the liberalization of Plan
withdrawal or transfer rules, and any other withdrawal that does not qualify as
a benefit withdrawal. We may deduct a withdrawal charge and/or a market value
adjustment from Contractowner withdrawals.

General. All withdrawal requests must be submitted to us in writing, or if
the Contractowner and we agree, by telephone or e-mail/Internet communication.
Withdrawals generally must be authorized by the group Contractowner. In certain
403(b) plans that are not subject to ERISA, the Participant may submit the
withdrawal request.

The Account Value available upon withdrawal is determined at the end of the
Valuation Period during which the request for withdrawal is received at the Home
Office. Withdrawal payments from the Variable Account generally will be mailed
within seven days after we receive a valid written request at the Home Office.
The payment may be postponed as permitted by the 1940 Act.

Before we process a withdrawal, we must have valid instructions regarding
the Investment Options from which we are to deduct the withdrawals.

As discussed above, there may be charges associated with withdrawal of
Account Value (other than benefit withdrawals) during the first 4 contract
years. See Charges and Deductions -- below. You may specify that the
withdrawal charge be deducted from the amount you request withdrawn or from the
remaining Account Value. If you specify that the charge be deducted from the
remaining Account Value, the amount of the total withdrawal will be increased
according to a formula for calculating the impact of the applicable withdrawal
charge percentage; consequently, the amount of the charge associated with that
withdrawal will also increase.

The tax consequences of withdrawals are discussed later in this booklet.
See "Federal Tax Matters".

The Contract or a Certificate will terminate when there is no applicable
Account Value remaining. See the Contract for more information.

Automatic Partial Withdrawals. A Participant may also establish automatic
partial withdrawals by submitting a one-time written request. These automatic
partial withdrawals of a

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fixed dollar amount may be requested on an monthly, quarterly, semi-annual or
annual basis. Automatic partial withdrawals are only available before the
Annuity Commencement Date. They are not subject to the withdrawal charge.
Withdrawals will continue until the Participant's Account Value is exhausted,
unless a written request to stop them earlier is submitted.

Automatic partial withdrawals are subject to all the other policy
provisions and terms. If an additional withdrawal is made from a policy
participating in automatic partial withdrawals, the automatic partial
withdrawals will terminate automatically.

Automatic partial withdrawals may be subject to a 10% Federal tax penalty
and to income tax.

Restrictions Under Section 403(b) Plans. Severe restrictions apply to
withdrawals from variable annuity contracts used as funding vehicles for Section
403(b) retirement plans. Section 403(b) of the Code provides for tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations. As required by Section 403(b), any Contract used for a Section
403(b) plan will prohibit distributions of:

(a) elective contributions made in years beginning after December 31,
1988;

(b) earnings on those contributions; and

(c) earnings on amounts attributable to elective contributions held as of
the end of the last year beginning before January 1, 1989.

However, distributions of such amounts will be allowed upon:

(a) death of the employee;

(b) reaching age 59 1/2;

(d) disability; or

(e) financial hardship (except that income attributable to elective
contributions may not be distributed in the case of hardship).

Restrictions Under the Texas ORP. The Texas Educational Code does not
permit Participants in the Texas Optional Retirement Program ("ORP") to withdraw
or surrender their interest in a variable annuity contract issued under the ORP
except upon:

(a) termination of employment in the Texas public institutions of higher
education;

(b) retirement; or

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Accordingly, a Participant in the ORP (or the Participant's estate if the
Participant has died) will be required to obtain a certificate of termination
from the employer or a certificate of death before the account can be redeemed
and withdrawals can be made.

Restrictions Under Qualified Plans

Other restrictions on surrenders and withdrawals or with respect to the
election, commencement, or distributions of benefits may apply under qualified
policies or under the terms of the Plans for which Contracts are issued.

Delay of Payments

Contract proceeds from the Variable Account (for withdrawals, surrenders,
transfers, loans, annuity payouts, and death benefits) will be paid within seven
days, except (i) when the NYSE is closed (except weekends and holidays); (ii)
when the market trading is restricted or the SEC declares an emergency, and we
cannot value units or the portfolios cannot redeem shares; or (iii) when the SEC
so orders to protect Contractowners or Participants.

Assignment

Assignment, Pledge, Or Transfer. You can assign, pledge, or transfer
ownership of this Contract, but only if we have given you prior consent pursuant
to a Written Notice and only if the assignment, pledge, or transfer complies
with applicable state and federal law. In general, qualified Contracts may not
be assigned, pledged, or transferred.

Commutation, Anticipation, or Encumbrance. Any payments or benefits
provided for by this Contract shall not be subject to commutation, anticipation,
encumbrance, or alienation by any person, individual, or institution entitled to
such payments or benefits unless it complies with applicable state or federal
law and we have given you consent pursuant to a Written Notice prior to that
transaction.

Seizure by Operation of Law. No payment or benefit provided by this
Contract shall be seized, taken, appropriated, or applied by any legal or
equitable process or operation of law to pay any debt or liability of any person
entitled to such payments or benefits, except to the extent provided by
applicable law and only if we have consented in a prior Written Notice.

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"Free Look" Period

In certain states, if for any reason you are not satisfied with the
Contract, you may return it to us within 10 days after you receive it. If you
cancel the Contract within this 10-day "free look" period, we will generally
refund the Account Value (plus any charges for premium taxes deducted before
purchase payments were allocated to funding choices) and the Contract will be
void from its effective date. (In some states, we will instead refund the full
amount of deposits received.) To cancel the Contract, you must mail or deliver
it either to our Home Office or to the registered agent who sold it within 10
days after you receive it. (See "Allocation of Purchase Payments".) The "free
look" period may be longer than 10 days where required by state law.

Charges and Deductions
- --------------------------------------------------------------------------------

We do not deduct any charges from deposits (except for any premium taxes
charged in the Contractowner's or Participant's location). However, certain
other charges are deducted to compensate us for providing the insurance benefits
set forth in the Contract, for administering and distributing the Contract, for
any applicable taxes, and for assuming certain risks in connection with the
Contract. These charges are described below.

Withdrawal Charge

We may deduct a withdrawal charge if the Contractowner or Participant:

(a) makes partial withdrawals under a Certificate; or

(b) surrenders the Contract or Certificate,

except that there is no withdrawal charge on "benefit withdrawals." Benefit
withdrawals are:

(a) Participant-initiated withdrawals for purposes of financial hardship,
termination of employment, retirement, disability, or death, each as
defined by the Plan. Participant-initiated withdrawals also include
the cash-out of the present value of a Participant's account balance
if it is less than the amount specified in the Plan for payment
without Participant consent.

(b) Participant-directed transfers of Account Value among Investment
Options, if applicable;

(d) Annuity purchases; and

(e) Payments pursuant to a Qualified Domestic Relations Order (QDRO).

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All other withdrawals, whether made by the Contractowner or a participant,
are "Contractowner withdrawals" and are subject to the withdrawal charge (and,
if from the Fixed Amount, also subject to a market value adjustment; see
Appendix B.) Participant-initiated withdrawals or transfer requests directly or
indirectly arising out of corporate acts such as spin-offs, divestitures,
corporate relocations, layoffs, retirement incentive programs, partial or total
Plan terminations, or the liberalization of Plan withdrawal or transfer rules,
are all contractowner withdrawals. Such payments are not treated as benefit
withdrawals.

The withdrawal charge is a percent of the amount withdrawn, based on the
Contract Year (without regard to how long the Participant has been enrolled
under the Contract or how many years elapsed between the applicable deposit and
the withdrawal), as specified in the following table of withdrawal charge rates.

Contract Year Withdrawal Charge Percentage
------------- ----------------------------

1 3%
2 2%
3 1%
4 1%
5 or greater 0%

We will deduct the withdrawal charge from the remaining Account Value, or
from the amount paid if there is not enough value remaining. The withdrawal
charge partially compensates us for sales expenses, including agent sales
commissions, the cost of printing prospectuses and sales literature,
advertising, and other marketing and sales promotional activities.

The amounts we receive from the withdrawal charge may not be sufficient to
cover distribution expenses. We expect to recover any deficiency from our
general assets (which include amounts derived from the Insurance and Financial
Services Fee, as described below).

Administrative Charge

We deduct a quarterly Administrative Charge of $___ from each Participant
Account, for administering the Contract and the Certificates. These expenses
include costs of maintaining records, processing death benefit claims,
surrenders, transfers and Contract changes, providing reports to Contractowners
and Participants, and overhead costs. We reserve the right to change the amount
of the quarterly Administrative Charge. However, we must send you Written
Notice at least sixty (60) days before the new charge goes into effect. The
quarterly Administrative Charge shall be deducted from each Participant Account
by reducing the number of Accumulation Units credited to that Account during the
accumulation period.

On the last Business Day of each calendar quarter, we will deduct the
Administrative Charge from the Account Value maintained on behalf of each
Participant and on behalf of the Contractowner on a pro rata basis based on the
balances of such Account Values on such date in

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the Fixed Account and Variable Account. The full Administrative Charge will be
deducted upon withdrawal of the entire Participant Account Value.

If you choose to pay the Administrative Charge directly, you must give us
Written Notice of your election. We will bill you at the end of each calendar
quarter for an amount equal to the Administrative Charge times the number of
Participants on whose behalf Account Values are maintained as of the last day of
the calendar quarter plus the number of Participants that have withdrawn their
entire Account Values within that calendar quarter. You must pay the charges
within thirty-one (31) days after the date on the statement, or we will deduct
them pro rata from the Investment Option(s) in which they apply. However, if
this automatic deduction of Fees occurs twice within any twenty-four (24) month
period, we may begin deducting fees from the assets in your Investment Options.

Insurance and Financial Services Fee

The Insurance and Financial Service Fee, described below, will be deducted
from the Variable Account assets on a daily basis.

The Amount of the Insurance and Financial Service Fee shall be a percentage
of the average daily net assets in the Variable Account attributable to this
group contract, and will depend on the underlying portfolio(s) to which a
participant allocates his or her deposits. The fee will reflect whether and to
what extent the fund managers pay for certain administrative expenses or
otherwise provide revenue to The Standard. The daily fee shall be 1/365th of the
following annual rates:

-------------------------------------------------------------------
Portfolio Annual Fee Rate
-------------------------------------------------------------------
American Century VP Income & Growth 1.15%
-------------------------------------------------------------------
American Century VP Value 1.15%
-------------------------------------------------------------------
American Century VP International 1.15%
-------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth 1.25%
-------------------------------------------------------------------
T. Rowe Price New America Growth 1.25%
-------------------------------------------------------------------
T. Rowe Price International Stock 1.25%
-------------------------------------------------------------------
ABC Fund X 1.05%
-------------------------------------------------------------------
ABC Fund Y 1.10%
-------------------------------------------------------------------
DEF Fund Z 1.30%
-------------------------------------------------------------------

We reserve the right to change the amount of this fee. However, we must
send you Written Notice at least sixty (60) days before the new Fee goes into
effect. (This type of fee can be referred to as a "mortality and expense risk
charge").

This charge compensates us for financial services, record keeping, and
distribution expenses. This charge also compensates us for assuming certain
risks with respect to the Contracts. No Insurance and Financial Service Fee is
deducted from the Fixed Account. We may realize a profit from this charge.

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The insurance risk we bear arises in part from our obligation to make
monthly annuity payments regardless of how long all Annuitants or any individual
may live. These payments are guaranteed in accordance with the annuity tables
and other provisions contained in the Contract. This assures you that neither
the longevity of the Annuitant, nor an unanticipated improvement in general life
expectancy, will have any adverse effect on the monthly annuity payments the
Annuitant will receive under the Contract. Our obligation therefore relieves the
Annuitant from the risk that he or she will outlive the funds accumulated for
retirement. We also assume the risk that other expense charges may be
insufficient to cover the actual expenses we incur to provide the financial
services under this Contract.

Asset Credit

Depending on the total amount in your group Contract, The Standard will add
an asset credit to each Participant's account value on a quarterly basis in
proportion to the amount of the Participant's account value in the Contract, as
follows:

- -------------------------------------------------------------------------------
Group Annual Asset Quarterly Asset
Contract Assets Credit Rate Credit Rate
- -------------------------------------------------------------------------------
Up to $5.0 million None None
- -------------------------------------------------------------------------------
$5.0 to $8.0 million 0.20% 0.05%
- -------------------------------------------------------------------------------
$8.0 to $12.0 million 0.25% 0.0625%
- -------------------------------------------------------------------------------
$12.0 million or more 0.30% 0.0750%
- -------------------------------------------------------------------------------

Transfer Fee

We do not charge for transfers.

Premium Taxes

We will deduct a charge for any premium taxes we incur. Depending on state
and local law, premium taxes can be incurred when you make a deposit. We may
also choose to deduct premium taxes when Account Value is withdrawn or
surrendered, or when annuity payments start. (The state premium tax rates
currently range from 0% to 3.50%. Some local governments charge additional
premium taxes.)

Federal Taxes

Currently no charge is made for Federal income taxes that may be
attributable to the Variable Account. We may, however, make such a charge in the
future. Charges for other taxes, if any, attributable to the Variable Account
may also be made. (See "Federal Tax Matters".)

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Fund Expenses

The value of the assets of the variable Subaccounts will reflect the
investment management fee and other expenses incurred by the corresponding
mutual fund portfolios in which they invest. (See "Summary -- Charges and
Deductions".)

Reduction in Charges for Certain Groups

We may reduce or waive the Insurance and Financial Services Fee, quarterly
administration fee and withdrawal charges and/or vary the amount of the asset
credit on Contracts that have been sold:

(a) when sales of the Contract may result in savings of sales or
administrative expenses;

(b) where purchase payments are paid through an approved group payment
method; and

(c) where the size and type of the group or level of deposits may result
in savings of administrative or insurance expenses.

We will not reduce or eliminate the Insurance and Financial Services Fee,
quarterly administration fee, or withdrawal charges where such reduction or
elimination will unfairly discriminate against any person.

Distribution of the Contracts
- --------------------------------------------------------------------------------

_______ is the principal underwriter and the distributor of the Contracts.
_______ may enter into written sales agreements with various broker-dealers to
aid in the distribution of the Contracts. A commission plus bonus compensation
may be paid to broker-dealers or agents in connection with sales of the
Contracts. Bonus compensation will be based on the amount of deposits received.

The maximum commission which could be paid to dealers is 2% on the total
deposits received and 1% of assets each Contract Year or an equivalent schedule.

Federal Tax Matters
- --------------------------------------------------------------------------------

The following discussion is general and is not intended as tax advice.

We do not intend to address the tax consequences resulting from all
situations in which a person may be entitled to or may receive a distribution
under a Contract. Any person concerned about these tax implications should
consult a competent tax advisor before initiating any transaction. This
discussion is based upon our understanding of the present Federal income tax

-25-
<PAGE>

laws as they are currently interpreted by the Internal Revenue Service. We have
not assessed the likelihood of the continuation of the present Federal income
tax laws or of their current interpretation by the Internal Revenue Service.
Moreover, we have not attempted to consider any applicable state or other tax
laws.

The Contract may be purchased on a non-tax-qualified basis ("non-qualified
contract") or as a qualified contract. Qualified Contracts are designed for use
-------------------
with retirement plans entitled to special income tax treatment under the
Internal Revenue Code of 1986, as amended (the "Code").

Qualified Contracts. The tax rules applicable to a qualified contract vary
according to the type of Plan and the terms and conditions of the Plan. The
following events may cause adverse tax consequences:

(a) contributions in excess of specified limits;

(b) distributions prior to age 59 1/2 (subject to certain exceptions);

(d) other circumstances specified in the Code.

We make no attempt to provide more than general information about the use of the
Contract with the various types of retirement plans. The terms and conditions
of the retirement plans may limit the rights otherwise available to you under a
qualified contract. You are responsible for determining that contributions,
distributions and other transactions with respect to the qualified contract
comply with applicable law. If you are purchasing an annuity contract for use
with any qualified retirement plan, you should consult your legal counsel and
tax advisor regarding the suitability of the annuity contract.

Required Distributions. For qualified plans under Sections 401(a), 403(a),
403(b), and 457, the Code requires that distributions generally must begin by
April 1 of the calendar year following the later of the calendar year in which
the Contractowner (or Plan Participant): (a) reaches age 70 1/2; or (b)
retires. Distributions must be made in a specified form and manner. If the
Participant is a "5 percent owner" (as defined in the Code), distributions
generally must begin no later than April 1 of the calendar year following the
calendar year in which the Contractowner (or Plan Participant) reaches age
70 1/2.

Corporate Pension and Profit-Sharing Plans. Section 401(a) of the Code
permits employers to establish retirement plans for employees, and permits self-
employed individuals to establish retirement plans for themselves and their
employees. Adverse tax or other legal consequences to the Plan, to the
Participant or to both may result if this Contract is purchased by a Section
401(a) plan and later assigned or transferred to any individual.

Section 403(b) Plans. Under Code Section 403(b), public school systems and
certain tax-exempt organizations may purchase annuity contracts for their
employees. Generally,

-26-
<PAGE>

payments to Section 403(b) annuity contracts will be excluded from the gross
income of the employee, subject to certain limitations. However, these payments
may be subject to FICA (Social Security) taxes. Under Section 403(b) annuity
contracts, the following amounts may only be distributed upon death of the
employee, attainment of age 59 1/2, separation from service, disability, or
financial hardship:

(a) elective contributions made in years beginning after December 31,
1988;

(b) earnings on those contributions; and

In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

Deferred Compensation Plans. Section 457 of the Code provides for certain
deferred compensation plans available with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities, and tax-exempt
organizations. These plans are subject to various restrictions on contributions
and distributions. Under non-governmental plans, all amounts are subject to the
claims of general creditors of the employer and depending on the terms of the
particular plan, the employer may be entitled to draw on deferred amounts for
purposes unrelated to its Section 457 plan obligations.

Possible Changes in Taxation Although the likelihood of legislative change
is uncertain, there is always the possibility that the tax treatment of the
Contract could change by legislation or other means (such as U.S. Treasury
Department regulations, Internal Revenue Service revenue rulings, and judicial
decisions). It is possible that any change could be retroactive (that is,
effective prior to the date of the change). You should consult a tax advisor
regarding such developments and their effect on the Contract.

We have the right to modify the contract in response to legislative changes
that could otherwise diminish the favorable tax treatment that annuity contract
owners currently receive. We make no guarantee regarding the tax status of any
contact and do not intend this discussion as tax advice.

Taxation of Annuities in General The following discussion assumes that the
Contract will qualify as an annuity contract for Federal income tax purposes.
The Statement of Additional Information and "Required Distributions" (at page __
of this prospectus) describe the requirements necessary to qualify.

Section 72 of the Code governs taxation of annuities in general.

An owner of any deferred annuity contract who is not a natural person
generally must include in income any increase in the excess of the Account Value
over the owner's "investment

-27-
<PAGE>

in the contract" during the taxable year. However, there are some exceptions to
this rule, and you may wish to discuss these with your tax advisor.

An annuity owner who is a natural person generally is not taxed on
increases in the value of a Contract until distribution occurs. Distribution
could be either in the form of a lump sum received by withdrawing all or part of
the cash value (i.e., surrender or partial withdrawal) or in the form of annuity
payments under the annuity payment method elected. For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Account
Value generally will be treated as a distribution. The taxable portion of a
distribution (in the form of a lump sum payment or annuity payments) is taxed as
ordinary income.

The following discussion applies to policies owned by natural persons.

Withdrawals. In the case of a withdrawal under a qualified contract, a
------------------
ratable portion of the amount received is taxable, generally based on the ratio
of the "investment in the contract" to the total Account Value. The "investment
in the contract" generally equals the portion, if any, of deposits paid with
after-tax dollars (that is, deposits that were not excluded from the
individual's gross income). For qualified policies, the "investment in the
contract" can be zero. Special rules may apply to a withdrawal from a qualified
contract.

Generally, in the case of a partial withdrawal under a non-qualified
-------------
contract before the Annuity Commencement Date, amounts received are first
- --------
treated as taxable income to the extent that the Account Value immediately
before the withdrawal exceeds the "investment in the contract" at that time.
Any additional amount withdrawn is not taxable.

In the case of a full surrender under a non-qualified contract, the amount
received generally will be taxable to the extent it exceeds the "investment in
the contract".

Annuity Payments. Although the tax consequences may vary depending on the
annuity payment method elected under the Contract, generally only the portion of
the annuity payment that represents the amount by which the Account Value
exceeds the "investment in the contract" will be taxed.

For fixed annuity payments, in general there is no tax on the portion of
----------------------
each annuity payment which reflects the ratio that the "investment in the
contract" bears to the total expected value of annuity payments for the term of
the payments; however, the remainder of each annuity payment is taxable.

In all cases, after the "investment in the contract" is recovered, the full
amount of any additional annuity payments is taxable.

Penalty Tax. In the case of a distribution from a non-qualified contract,
there may be imposed a Federal penalty tax equal to 10% of the amount treated as
taxable income. In general, however, there is no penalty tax on distributions:

(a) made on or after the taxpayer attains age 59 1/2;

-28-
<PAGE>

(b) made as a result of an owner's death or attributable to the taxpayer's
disability; or

Other tax penalties may apply to distributions from a qualified contract.

Withholding. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions. "Eligible rollover
distributions" from Section 401(a) plans and Section 403(a) and 403(b) annuity
plans are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions such as distributions required by the
Code or distributions in a specified annuity form. The 20% withholding does not
apply, however, if the Owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.

Aggregation of Contracts. All non-qualified deferred annuities entered
into after October 21, 1988 that we (or our affiliates) issued to the same owner
during any calendar year are treated as one annuity contract for purposes of
determining the amount includable in gross income under Section 72(e) of the
Code. In addition, there may be other situations in which the U.S. Treasury
Department may (under its authority to issue regulations or otherwise) conclude
that it would be appropriate to aggregate two or more annuity contracts
purchased by the same owner. Accordingly, you should consult a competent tax
advisor before purchasing more than one annuity contract.

Transfers and Assignments. A transfer or assignment of ownership of a
Contract, or designation of an Annuitant or other Beneficiary who is not also
the owner, may result in certain tax consequences to the Contractowner that are
not discussed herein. If you are contemplating any such transfer, assignment or
designation, you should contact a competent tax advisor with respect to the
potential tax effects of such transaction.

Death Benefits. Amounts may be distributed from a Contract because of the
death of a Contractowner or an Annuitant. Generally, such amounts are
includable in the income of the recipient as follows:

(a) if distributed in a lump sum, they are taxed in the same manner as a
full surrender of the Contract, as described above; or

(b) if distributed under an annuity payment method, they are taxed in the
same manner as annuity payments, as described above.

All Contracts. As noted above, the foregoing comments about the Federal
tax consequences under the Contract are not exhaustive, and special rules apply
to other tax situations not discussed in this prospectus. Further, the Federal
tax consequences discussed herein reflect our understanding of current law, and
the law may change. Federal estate tax and state and local estate, inheritance
and other tax consequences of ownership or receipt of

-29-
<PAGE>

distributions under a Contract depend on the individual circumstances of each
Contractowner or recipient of a distribution. A competent tax advisor should be
consulted for further information.

Historical Performance Data
- --------------------------------------------------------------------------------

We may advertise yields and total returns for the Subaccounts of the
Variable Account. These figures are historical and are not intended to indicate
future performance.

We calculate the total return of Subaccounts for portfolios for various
periods of time, including (a) one year; (b) five years; (c) ten years; and (d)
the period starting when the Subaccount commenced operations.

The average annual total return is the annual compounded rate of return at
which an initial investment of $1,000 would have grown to reach to the
redeemable value of that investment at the end of each of the various
measurement periods. We may also disclose cumulative total returns and returns
for various time periods. We may disclose performance figures that reflect the
withdrawal charge, and also figures that assume the Contract is not surrendered
and therefore do not reflect any withdrawal charge.

We may also disclose performance for periods beginning before the
Subaccounts of the Variable Account commenced operations, based upon the actual
performance of the underlying mutual fund portfolios adjusted to reflect the
Contract's and the Variable Account's charges and deductions.

The Statement of Additional Information has more information about
performance data calculations.

Voting Rights
- --------------------------------------------------------------------------------

To the extent required by law, we will vote shares of the mutual fund
portfolios held by the Variable Account according to instructions received from
persons having voting interests in those variable Subaccounts (generally the
Contractowner). If, however, the 1940 Act or any regulation thereunder should
be amended or if the present interpretation thereof should change, or if we
determine that we are allowed to vote the mutual fund portfolios' shares in our
own right, we may elect to do so. The mutual funds generally do not hold
regular annual shareholder meetings.

The number of votes that you may direct to us to cast will be calculated
separately for each variable Subaccount. We will determine that number by
applying your percentage interest, if any, in a particular variable Subaccount
to the total number of votes attributable to that variable Subaccount. Before
the Annuity Commencement Date, you hold a voting interest in each variable
Subaccount to which Account Value is allocated. In determining the number of
votes, fractional shares will be recognized.

-30-
<PAGE>

The number of votes for a portfolio which are available will be determined
as of the record date established by each mutual fund. Voting instructions will
be solicited by written communication prior to such meeting in accordance with
procedures established by the mutual funds.

Portfolio shares attributable to the policies for which no timely
instructions are received will be voted in proportion to the voting instructions
which are received with respect to all NAME policies participating in the
variable Subaccount. Voting instructions to abstain on any item to be voted
upon will be applied on a pro rata basis to reduce the votes eligible to be
cast.

Each person having a voting interest in a variable Subaccount will receive
proxy material, reports and other materials relating to the appropriate
portfolio of the mutual funds.

Legal Proceedings
- --------------------------------------------------------------------------------

There are no legal proceedings to which the Variable Account is a party or
to which the assets of the Variable Account are subject. We are not involved in
any litigation that is of material importance in relation to our total assets or
that relates to the Variable Account.

Year 2000
- --------------------------------------------------------------------------------

Year 2000

The Year 2000 issue is the result of computer programs that were written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs that include date sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruption of operations, including,
among other things, a temporary inability to process transactions and engage in
normal business activities.

Based on an assessment, the Company determined a need to modify, upgrade or
replace significant portions of its software so that its computer systems will
function properly beyond December 31, 1999. Management believes that with
modifications to existing software and hardware and conversions to new software
and hardware, the Year 2000 issue will be mitigated. However, if such
modifications and conversions are not made, or are not completed on a timely
basis, the Year 2000 issue could have a material adverse effect on the Company's
business, financial condition and results of operations.

The Company has assessed its computer hardware for Year 2000 readiness. The
hardware is generally compliant, with the exception of a few personal computers,
which are being replaced in the normal course of business and will be completed
by the end of 1999. In addition, the Company has assessed its non-information
technology systems and has found them to be Year 2000 ready.

The Company has established milestone dates for each of the critical
subprojects that comprise the Company's master year 2000 plan. These milestone
dates are key events for determining whether the remediation or replacement of a
critical system will be completed successfully and on time. If any milestone
date is missed, the Company will commence the development of a contingency plan
that will either remediate or replace the system that the subproject was
designed to bring into compliance. As of June 30, 1999, all subprojects have
progressed through identified milestones, and as the result of this progress, no
contingency plans were initiated during the six months ended June 30, 1999.
There can be no guarantee that the Company's method of developing contingency
plans or the contingency plans themselves, if required, will prevent the Year
2000 issue from having a material adverse effect on the Company's business,
financial condition and results of operations.

The Company is using both internal and external resources to reprogram,
upgrade or replace and test its software and hardware for Year 2000 readiness.
At June 30, 1999, the Company had completed the Year 2000 project for all
business-critical applications. Based on presently available information, the
Company estimates the total remaining cost at June 30, 1999 of the Year 2000
project to be approximately $1.0 million. These costs are being funded through
operating cash flows and expensed as incurred. As of June 30, 1999, the Company
has incurred and expensed approximately $14.0 million related to assessment and
remediation or replacement in connection with the Year 2000 project since
inception.

The costs of the Year 2000 project and the date on which the Company plans
to complete the Year 2000 modifications are based on management's estimates,
which were derived using various assumptions regarding future events, including
the continued availability of certain resources, third-party modification plans
and other factors. Actual results could differ materially from these estimates.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, supplier and large
customer compliance and similar uncertainties.

The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which Standard is
vulnerable to those third parties' failure to remediate their own Year 2000
issues. A majority of the Company's significant suppliers have given assurances
that they are, or will be, Year 2000 compliant by December 31, 1999. The Company
continues to monitor significant suppliers and is taking appropriate action, if
necessary, for non-compliant suppliers. The Company has also received adequate
assurances that its major customers that have systems that connect with the
Company's systems are, or will be, Year 2000 compliant by December 31, 1999.
While management believes that it is not at significant risk that its
significant suppliers and large customers will not be Year 2000 compliant, there
can be no guarantee that the hardware and software of other companies,
governmental agencies or other entities on which the Company relies will be
converted on a timely basis, or that a failure to convert by another entity, or
a conversion that is incompatible with the Company's hardware and software,
would not have a material adverse effect on the Company's business, financial
condition or results of operations.

-31-

<PAGE>

Financial Statements
- --------------------------------------------------------------------------------

Our financial statements (as well as the Auditors' Reports thereon) are in
the Statement of Additional Information.

Condensed Financial Information
- --------------------------------------------------------------------------------

There is no condensed financial information for the Variable Account
because, as of the date of this prospectus, it had not commenced operations.

-32-
<PAGE>

Statement of Additional Information
- --------------------------------------------------------------------------------

A Statement of Additional Information is available which contains more
details concerning the subjects discussed in this prospectus. The following is
the table of contents for the Statement of Additional Information:

Table of Contents

Additional Contract Provisions...............................................B-3
Your Responsibilities...................................................B-3
Assignment..............................................................B-3
Non-Waiver..............................................................B-3
Data Supplied By You....................................................B-4
Entire Contract.........................................................B-4
Amendment...............................................................B-4
Modification............................................................B-4
Incontestability........................................................B-4
Nonparticipation........................................................B-4
Independent Auditors.........................................................B-5
Books and Records............................................................B-5
Distribution of the Contracts................................................B-5
Legal Matters................................................................B-5
Calculation of Variable Account and Adjusted Historic Portfolio
Performance Data...........................................................B-6
Average Annual Total Returns............................................B-7
Non-Standard Subaccount Total Returns...................................B-6
Adjusted Historic Portfolio Performance Data............................B-7
Effect of the Quarterly Administration Charge on Performance Data.......B-7
Historic Performance Data....................................................B-8
General Limitations.....................................................B-8
Time Periods Before the Date the Variable Account Commenced Operations..B-8
Table of Adjusted Historic Total Return Quotations......................B-8
Federal Tax Matters.........................................................B-10
General................................................................B-10
Qualified Plans........................................................B-10
Public School Systems and Section 501(C)(3) Organizations (403(B)).....B-10
Qualified Corporate Employee's Pension and Profit-Sharing Trusts and
Qualified Annuity Plans.............................................B-11
Deferred Compensation Plans (457 Plans)................................B-11
Simplified Employee Pension Plans (SEP)................................B-12
Savings Incentive Matched Plan for Employees (SIMPLE)..................B-12
Tax on Distributions from Qualified Contracts..........................B-12
Tax Status of the Contracts............................................B-13
Other Considerations...................................................B-14
Addition, Deletion or Substitution of Investments...........................B-14
Other Information...........................................................B-15
Financial Statements...................................................B-15

-33-
<PAGE>

This Prospectus sets forth information about the NAME Variable Annuity Contract
that a prospective investor should know before investing. The Statement of
Additional Information contains more detailed information about the Contract and
the Variable Account. This Statement of Additional Information is available
upon request at no charge. To obtain such information, return this request form
to the address shown below.

-34-
<PAGE>

================[GRAPHIC: Pair of scissors]================================

TO: Standard Insurance Company
Administrative Office
[insert address]

Please send me a Statement of Additional Information for the NAME Variable
Annuity.

Name

Address

Telephone ( ) -

-35-
<PAGE>

Appendix A: The Fixed Account
- --------------------------------------------------------------------------------

The Fixed Account is the funding choice guaranteeing principal and a
minimum fixed rate of interest. Interests in the Fixed Account are not
registered under the Securities Act of 1933, and it is not registered as an
investment company under the 1940 Act. Accordingly, neither the Fixed Account
nor any interests therein are subject to the provisions or restrictions of these
Federal securities laws, and the disclosure regarding the Fixed Account has not
been reviewed by the staff of the SEC.

The Fixed Account is a part of our general account, which includes all of
our assets other than those in any separate account. We guarantee that we will
credit interest at a rate of not less than 3% per year to Account Value
allocated to the Fixed Account. We may credit interest at a rate in excess of
3% per year, but any excess interest credited will be determined in our sole
discretion. The Contractowner and Participants assume the risk that interest
credited to the Fixed Account may not exceed 3% per year. The Fixed Account may
not be available in all states.

The Contractowner or Participant determines the allocation of Account Value
to the Fixed Account. Before the Annuity Commencement Date, you may transfer
all or part of the Account Value in the Fixed Account to one or more of the
variable Subaccounts. After the Annuity Commencement Date, transfers out of the
Fixed Account are not allowed. (See "Transfers".)

Fixed Account Value. On any Business Day, a Participant's Fixed Account
value is equal to:

(a) the value of the Fixed Account on the previous Business Day; plus

(b) total interest credited on the value of the Fixed Account since the
previous Business Day; plus

(c) the sum of all deposits (net of any applicable premium taxes)
allocated to the Fixed Account since the previous Business Day; plus

(d) any amounts transferred into the Fixed Account since the previous
Business Day; less

(e) any amounts transferred out of the Fixed Account since the previous
Business Day (including any transfer charge); less

(f) the amount of any withdrawals (including withdrawal charges) allocated
to the Fixed Account since the previous Business Day; less

(g) the portion of any deduction for premium taxes allocated to the Fixed
Account since the previous Business Day.

A-1
<PAGE>

Market Value Adjustment. A Market Value Adjustment ("MVA") will be charged
on any Contractowner withdrawals from the Fixed Account or upon termination of
this investment option or the Contract. The amount of the MVA will be deducted
from the gross amount to be disbursed. The MVA is defined as a market value
factor times the Account Value to be withdrawn. The market value factor is the
lesser of 1.00 or the ratio of:

Current Bond Price
------------------
Par Value of Bond

Current Bond Price equals the price of a bond:

a. issued with a maturity of 5 years;
b. bearing interest at the weighted average of the declared interest
rates in effect as of the termination date; and
c. calculated to yield the Merrill Lynch Baa Intermediate Industrial
Average for the week in which the notice of withdrawal is received.

The amount payable will never be less than the principal in the Fixed
Account accumulated at the annual interest rate required under applicable state
minimum nonforfeiture laws.

A-2
<PAGE>

Appendix B: Termination
- --------------------------------------------------------------------------------

A group Contractowner may discontinue a group contract at any time by
giving Written Notice to The Standard. The Written Notice must specify a date
on which termination shall be effective. However, the date chosen for
termination can not be earlier than thirty (30) days after we receive your
Written Notice at our Home Office, unless we agree otherwise.

We may terminate this Contract at any time after we send the group
Contractowner Written Notice. We may terminate the Contract for reasonable
cause, which may include any one of the following circumstances:

1. if we believe you are not abiding by state and federal law in
connection with this Contract or the Plan;

2. if you have not rendered the performance necessary to comply with
the terms of this Contract;

3. if the balance in all of your Investment Options has fallen below
$25,000;

4. if the Internal Revenue Service disqualifies your Plan; or

5. if your Plan has not been adopted within a reasonable period of
time.

Our Written Notice of termination to you shall specify an effective date.
The date chosen shall be no sooner than 30 days after the date you receive
Written Notice. We will allow you a reasonable period to remedy the reason for
termination.

As of the date the Contract is discontinued, no additional deposits will be
accepted. However, transfers, withdrawals, and loans will continue to be
permitted, in accordance with the terms of the Contract. We will also continue
to deduct fees until the balance in your Investment Options is zero.

You shall direct us, by Written Notice, how to dispose of your funds. You
may receive either: (a) a single payment, (b) installment payments, or (c) a
distribution of annuities or benefits as agreed to by you and us. Any
distribution of funds may be subject to a market value adjustment and a
withdrawal charge.

Subject to applicable regulatory requirements, if an allocated group
contract is discontinued because it fails to qualify for special tax treatment
under Code Section 401, 403, 408, 414, or 457, the Account Value will be paid to
the Contractowner or Participant, subject to the charges and restrictions
applicable to a withdrawal of the entire Account Value. Participants will be
given Written Notice.

In the event that The Standard ceases to offer the Contracts to new
purchasers, we may also determine to deactivate a group contract by prohibiting
additional deposits and/or the

B-1
<PAGE>

addition of new Participants under the Contract. Contractowners will be given at
least 90 days' notice of deactivation of the Contract.

B-2
<PAGE>

Appendix C: Loans
- --------------------------------------------------------------------------------

A Participant under a Plan that permits loans may apply for a loan under
the Contract prior to such Participant's Annuity Commencement Date. A
Participant must complete a loan application and assign Account Value in the
Fixed Account equal to the loan amount as security for the loan. If the Account
Value in the Fixed Account is less than the loan amount, we will transfer
Account Value from the Variable Account to the Fixed Account, from either the
Subaccounts specified by the Participant or on a pro rata basis from all
Subaccounts. For purposes of applying transfer and withdrawal restrictions from
the Fixed Account, any amount allocated to the Fixed Account as security for a
loan will be included in the calculation of Account Value in the Fixed Account.
However, neither withdrawals nor transfers from the Fixed Account are allowed to
the extent that such a withdrawal or transfer would cause the value in the Fixed
Account to be less than any outstanding loan.

The minimum loan amount is $1,000. A Participant may borrow up to the
lesser of 50% of the Account Value or $50,000 on all outstanding loans to the
Participant under all plans. However, for Plans not subject to ERISA, if 50% of
the total Account Value is less than $10,000, the Participant may borrow the
lesser of $10,000 or 100% of the Account Value. A Participant may have only one
Contract loan with us at any one time. Also, if the Participant has taken a
loan during the preceding twelve month period, the $50,000 maximum loan limit is
reduced by the excess of the highest outstanding balance of loans during the
preceding twelve month period over the outstanding current loan balance.

The loan interest rate is adjustable, which means it may change from time
to time. We will declare the initial annual loan rate of interest quarterly.
The loan rate for an existing loan may decrease, but it will never increase.
During the time that the loan is outstanding, the amount of the loan principal
pledged as security for the loan will earn interest at an annual rate of at
least 3.00%, as specified in the Contract. Loan payments of principal and
interest must be paid in level amortized payments, either monthly or quarterly.
The loan must be repaid within 5 years unless it is being used to purchase a
principal residence for the Participant in which case the loan must be repaid
within 20 years or less.

The amounts and terms of a Participant loan may be subject to the
restrictions imposed under Code Section 72(p), Title I of ERISA, and any
applicable Plan. Loans that are not established or repaid in accordance with
Code Section 72(p) are treated as taxable distributions, may be subject to
penalty tax, and may adversely affect the qualification of the Plan. Under
certain contracts, a one-time fee of up to $100 may be charged to set up a loan.
Please see your Contract for more information about loans, including interest
rates and applicable fees and charges.

C-1
<PAGE>

Appendix D: Annuity Payments
- --------------------------------------------------------------------------------

We offer only fixed annuity payments under this Contract. Fixed annuity
payments provide guaranteed annuity payments which remain fixed in amount
throughout the payment period.

Purchase of Annuities

Beginning with the Contract Date and until the date this Contract is
subsequently terminated, you shall have the right to purchase annuities.
"Premium" means the purchase amount.

We offer the following types of annuities:

. Life Annuity -- Monthly income payable for the life of the annuitant
------------
only, with no payments after the annuitant's death.

. Certain and Life Annuity -- Monthly income payable for the life of
------------------------
the annuitant with the provision that if the annuitant should die
after commencement of payments, but before the end of a certain
period of 60, 120, or 180 months, as elected, payments will be
continued for the remainder of the certain period to a designated
beneficiary; PROVIDED, however, that the certain period election
shall not extend beyond any applicable limit imposed by law.

. Joint and Survivor Annuity -- Monthly income payable for the life
--------------------------
of the annuitant, and thereafter for the life of a designated
contingent annuitant. Monthly payments to the contingent annuitant
may be: the same amount as, one-half of, or two-thirds of the
monthly payments to the annuitant, as you specify.

We may provide other annuity forms required by the Plan or requested by you
and which are acceptable to us.

You must provide us with certain information, including the Participant,
the purchase date, the form of annuity desired, the Annuity Commencement Date,
the amount of payment or Premium (if other than the Participant's Account
Value), information about the annuitant and (if applicable) the contingent
annuitant and beneficiary, and how often we should make payments.

The first annuity payment will be made as of the Annuity Commencement Date.
You select the Annuity Commencement Date, subject to certain restrictions.
Generally, payments from a qualified plan must commence by April 1 following the
year in which occurs the later of the date you retire or attain age 70 1/2 (the
required beginning date). If no selection is made, the

D-1
<PAGE>

Annuity Commencement Date will be the required beginning date, if applicable, or
otherwise the later of the Annuitant's age 85 or 10 years after the Contract's
effective date, or the date required by state law. You may change the Annuity
Commencement Date by giving us Written Notice at least 30 days before the old
Annuity Commencement Date (and at least 30 days before the new Annuity
Commencement Date). An Annuity Commencement Date must be the first day of any
calendar month.

Supplementary Contracts. In any case where we provide an annuity under
this Contract, we will issue a Supplementary Contract to the named annuitant
describing the terms and conditions of the relationship created between the
annuitant and our Company, including any guarantees we undertake.

Sufficiency Of Payment. No annuity will be purchased if your funds or the
Participant's Account Value under this Contract are insufficient. We shall not
be responsible for the lack of sufficient funds held under this Contract to
purchase an annuity.

Annuity Purchase Rates

The annuity purchase rates are guaranteed to be at least as favorable as
the amounts shown in the Table of Guaranteed Maximum Rates found in your
Contract. If, at the time you purchase your annuity, we offer annuities on a
more favorable basis than that guaranteed in the Contract, we will apply the
more favorable rate. We reserve the right to modify the Table of Guaranteed
Maximum Rates for benefits of Participants who enter the Plan after sixty (60)
days Written Notice to you of such modification.

Annuity Payments

The amount of each annuity payment will depend on the sex and age of the
Annuitant (except in cases where unisex rates are required) as of the Annuity
Commencement Date. A choice may be made to receive payouts once each month,
four times each year, twice each year or once each year. The Account Value used
to effect Annuity Payouts will be calculated as of the Annuity Commencement
Date.

We will determine the valuation of all assets in the Subaccount in
accordance with the provisions of applicable laws, rules and regulations. Our
method of determination of the value of an Accumulation Unit will be conclusive
upon the Participant and any recipient of a death benefit.

After the Annuity Commencement Date, you may not change the Annuity Payout
option.

The annuity payments may be more or less than the total deposits, and more
or less than the Account Value, because Annuitants may die before the
actuarially predicted date of death. Therefore, the dollar amount of annuity
payments cannot be predicted. The method of computing the annuity payments is
described in more detail in the Statement of Additional Information.

D-2
<PAGE>

We may choose to pay the Account Value in cash if the annuity payout would
be less than $[100] annually. If the annuity option chosen results in Annuity
Payouts of less than $25 per month, the frequency will be changed so that
Annuity Payouts will be at least $25.

Once annuity payments have begun and we later discover that the age or
gender of an annuitant or contingent annuitant has been misstated, the payment
shall be adjusted based on the correct age and gender from the date payments
began. If we underpaid, we will pay the underpaid amount in full with the next
annuity payment. If we overpaid, we shall deduct the overpayments from future
annuity payments until we are repaid in full.

No annuity option may be assigned or attached, except, if applicable, those
benefits assigned or attached by a Qualified Domestic Relations Order under
Section 414(p) of the Code, or pursuant to a Federal Tax Levy under Section 6331
of the Code.

If we receive proof that a person receiving Annuity Payouts under this
Contract is legally or mentally incompetent, the Annuity Payouts may be made to
any person deemed a legal representative by a court of competent jurisdiction or
as otherwise provided by applicable state law.

We may, at any time, require proof that any payee under this Contract is
living when payout is contingent upon survival of that payee.

After the Annuity Commencement Date, the Account Value may not be
withdrawn, nor may the Contract be surrendered.

Rights of Annuitants and Beneficiaries. The Annuitant may name the
Beneficiary or Contingent Annuitant for any purchased annuity option. The
Annuitant may change the Beneficiary at any time without the consent of the
previous Beneficiary unless the previous designation provides otherwise.
However, if the Annuitant is married, the Annuitant's spouse must agree in
writing to another person being named Beneficiary or Contingent Annuitant if
required by the Plan or applicable law. The change is effective when written
notice is received by us. The annuity option or the Contingent Annuitant may
not be changed. The Beneficiary or the Contingent Annuitant does not have the
right to name the Beneficiary.

If the Annuitant dies and there is no named Beneficiary living at the time
of the Annuitant's death, the Annuitant's estate will be paid any remaining
guaranteed Annuity Payouts, under a period certain annuity option, in one lump
sum. If the named Beneficiary is receiving guaranteed Annuity Payouts and dies,
the remaining Annuity Payouts will be paid in one lump sum to the contingent
Beneficiary if living at the time of the Beneficiary's death. Payment will
otherwise be made to the Beneficiary's estate.

D-3
<PAGE>

Statement of Additional Information

for the

[________________________]

Group Variable Annuity Contract
-------------------------------

Issued Through
Separate Account C

Offered by
Standard Insurance Company

This statement of additional information ("SAI") should be read in
conjunction with the Prospectus of Separate Account C (the "Variable Account")
dated _________________, 1999. You may obtain a copy of Separate Account C's
Prospectus on request and without charge. Please write Standard Insurance
Company, Retirement Plans Division, P.O. Box 711, Portland, Oregon 97207 or
call 1-800-XXX-XXXX.

The special terms used in this SAI are the ones defined in the Prospectus.

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

This Statement of Additional Information is not a prospectus and should be read
only in conjunction with the Prospectus for your Contract and the underlying
mutual funds.

The date of this Statement of Additional Information is ________________,
1999.
<PAGE>

Table of Contents
<TABLE>
<CAPTION>

<S> <C>
Additional Contract Provisions................................................................. 3
Your Responsibilities......................................................................... 3
Assignment.................................................................................... 3
Non-Waiver.................................................................................... 3
Data Supplied By You.......................................................................... 4
Entire Contract............................................................................... 4
Amendment..................................................................................... 4
Modification.................................................................................. 4
Incontestability.............................................................................. 4
Nonparticipation.............................................................................. 4
Independent Auditors........................................................................... 5
Books and Records.............................................................................. 5
Distribution of the Contracts.................................................................. 5
Legal Matters.................................................................................. 5
Calculation of Variable Account and Adjusted Historic Portfolio Performance Data............... 6
Average Annual Total Returns.................................................................. 6
Non-Standard Subaccount Total Returns......................................................... 7
Adjusted Historic Portfolio Performance Data.................................................. 7
Effect of the Quarterly Administration Charge on Performance Data............................. 7
Historic Performance Data...................................................................... 8
General Limitations........................................................................... 8
Time Periods before the Date the Variable Account Commenced Operations........................ 8
Tables of Adjusted Historic Total Return Quotations........................................... 8
Federal Tax Matters............................................................................ 10
General....................................................................................... 10
Qualified Plans............................................................................... 10
Public School Systems and Section 501(C)(3) Organizations (403(B))............................ 10
Qualified Corporate Employee's Pension and Profit-Sharing Trusts and Qualified Annuity Plans.. 11
Deferred Compensation Plans (457 Plans)....................................................... 11
Simplified Employee Pension Plans (SEP)....................................................... 12
Savings Incentive Matched Plan for Employees (SIMPLE)......................................... 12
Tax on Distributions from Qualified Contracts................................................. 12
Tax Status of the Contracts................................................................... 13
Other Considerations.......................................................................... 14
Addition, Deletion or Substitution of Investments.............................................. 14
Other Information.............................................................................. 15
Financial Statements.......................................................................... 15
</TABLE>

B-2
<PAGE>

In order to supplement the description in the prospectus, the following
provides additional information about The Standard and the Contract, which may
be of interest to a prospective purchaser.

Additional Contract Provisions

Your Responsibilities

Authority To Control And Manage. You (or person(s) you nominate) are
the Plan Administrator who has the authority to control and manage the operation
and administration of the Plan and Plan assets. We do not assume this
responsibility.

Retain Legal And Accounting Advice. You must obtain your own legal and
accounting advice concerning your Plan.

Meeting Legal Deadlines. You are responsible for meeting all filing
deadlines with the IRS and the Department of Labor. This also includes securing
and maintaining the qualified status of your Plan, if applicable. We are not
responsible for payment of any damages, fines, or penalties for the acts or
omissions of the Plan Administrator.

Assignment

Seizure By Operation Of Law. Furthermore, no payment or benefit provided
for by this Contract shall be seized, taken, appropriated, or applied by any
legal or equitable process or operation of law to pay any debt or liability of
any person entitled to such payments or benefits, except to the extent provided
by applicable law and only if we have consented in a prior Written Notice.

Non-Waiver

Our failure to enforce any provision of this Contract at any time shall not
affect our right, by doctrine of waiver, estoppel, or otherwise, to enforce that
provision or any other provision at any other time.

B-3
<PAGE>

Data Supplied By You

You shall furnish any information that we may reasonably require in order
to administer this Contract. We will be permitted to rely conclusively upon any
statement by you or information you provide. All statements that you make will,
in the absence of fraud, be deemed representations and not warranties.

Entire Contract

This Group Annuity Contract, the attached Schedules and Endorsements, and
the Contract Application, constitute the entire Contract between you, the
Contractowner, and our Company. We are responsible for performing only those
duties, obligations, and responsibilities specifically described in this
Contract.

Amendment

Description. You and our Company may amend this Contract by mutual
agreement. Such an Amendment must be signed by your authorized representative
and our President or one of our Vice Presidents.

This Contract may be amended without the consent of any employee,
Participant, or beneficiary of the Plan.

Authority To Sign. No other person has the authority to sign a contract,
amend this Contract, or waive any provision of this Contract on our behalf.

Modification

Modifications To Comply With Applicable Law. We may unilaterally modify any
provision of this Contract without your consent in order to comply with
applicable laws or regulations. However, we shall give you Written Notice of any
such compliance changes.

Modifications We Propose. We may propose other modifications to the
Contract which will be effective no sooner than sixty (60) days after we have
given you Written Notice. You may reject our proposed modification by giving us
Written Notice before it becomes effective.

Incontestability

We will not contest the Contract after the issue date.

Nonparticipation

The Contract does not participate in our surplus earnings or profits. We
will not pay dividends on this Contract.

B-4
<PAGE>

Independent Auditors

The financial statements of The Standard appearing in this SAI and
Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their reports also appearing elsewhere in this
document and in the Registration Statement. The financial statements audited by
Deloitte & Touche LLP have been included in this document in reliance on their
reports given on their authority as experts in accounting and auditing.
Financial statements for the Variable Account are not available, because the
Variable Account has not commenced operations as of the date of this prospectus.

Books and Records

All accounts, books, records and other documents which are required to be
maintained for the Variable Account are maintained by The Standard.

Distribution of the Contracts

[Name and address] acts as distributor for the Contracts.
[_________________] is registered with the SEC under the Securities Exchange Act
of 1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc.

We offer the Contracts to the public on a continuous basis. We anticipate
continuing to offer the Contracts, but we reserve the right to discontinue the
offering. Agents who sell the Contracts are licensed by applicable state
insurance authorities to sell the Contracts and are registered representatives
of [name of distributor], or broker-dealers having selling agreements with [name
of distributor], or broker-dealers having selling agreements with such broker-
dealers.

We may pay sales commissions to broker-dealers up to an amount equal
to 2% of the deposits paid and 1% annually of the assets under a Contract. We
expect the broker-dealers to compensate sales representatives in varying amounts
from these commissions. We may pay other distribution expenses such as
production incentive bonuses, an agent's insurance and pension benefits, and
agency expense allowances. These distribution expenses do not result in any
additional charges against the Contracts other than those described in the
prospectus. [_____________] has received no underwriting commissions for the
last three fiscal years, because the variable account had not yet commenced
operations.

Legal Matters

[Name, Title], Standard Insurance Company, has passed upon all matters
relating to Oregon law pertaining to the Contracts, including the validity of
the Contracts and the Company's authority to issue the Contracts. Sutherland
Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters
relating to the federal securities laws.

B-5
<PAGE>

Calculation of Variable Account and Adjusted Historic Portfolio Performance Data

We may advertise and disclose historic performance data for the
Subaccounts, including standard annual total returns, and nonstandard measures
of performance of the Subaccounts. Such performance data will be computed, or
accompanied by performance data computed, in accordance with the SEC defined
standards.

Average Annual Total Returns

Sales literature or advertisements may quote average annual total returns
for one or more of the Subaccounts for various periods of time.

When a subaccount has been in operation for 1, 5, and 10 years,
respectively, we will provide the average annual total return for these periods.
We may also disclose average annual total returns for other periods of time.

Standard average annual total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a Contract to the redemption value of that investment as of the last day
of each of the periods. Each period's ending date for which we provide total
return quotations will be for the most recent calendar quarter-end practicable,
considering the type of the communication and the media through which it is
communicated.

We calculate the standard average annual total returns using Subaccount
unit values that we calculate on each valuation day based on the performance of
the Subaccount's underlying portfolio, the deductions for the Insurance and
Financial Services Fee, and the deductions for the quarterly Administration
Charge. The calculation assumes that we deduct a quarterly Administration Charge
of $[_______] at the end of each calendar quarter. For purposes of calculating
average annual total return, we use an average per-dollar per-day quarterly
Administration Charge attributable to the hypothetical subaccount for the
period. The calculation also assumes total surrender of the Contract at the end
of the period for the return quotation and will take into account the withdrawal
charge applicable to the Contract that we assess on surrenders of Account Value.

We calculate the standard total return by the following formula:

TR = ((ERV/P)/1/N/) - 1

Where:

TR = the average annual total return net of Subaccount
recurring charges.
ERV = the ending redeemable value (net of any applicable
withdrawal charge) of the hypothetical
subaccount at the end of the period.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.

B-6
<PAGE>

Non-Standard Subaccount Total Returns

Sales literature or advertisements may quote average annual total returns
for the Subaccounts that do not reflect any withdrawal charges. We calculate
such nonstandard total returns in exactly the same way as the average annual
total returns described above, except that we replace the ending redeemable
value of the hypothetical subaccount for the period with an ending value for the
period that does not take into account any withdrawal charges.

We may disclose cumulative total returns in conjunction with the standard
formats described above. We calculate the cumulative total returns using the
following formula:

CTR = (ERV/P) - 1

Where:

CTR = the cumulative total return net of Subaccount recurring
charges for the period.
ERV = the ending redeemable value of the hypothetical
investment at the end of the period.
P = a hypothetical single payment of $1,000.

Adjusted Historic Portfolio Performance Data

Sales literature or advertisements may quote adjusted yields and total
returns for the portfolios since their inception reduced by some or all of the
fees and charges under the Contract. Such adjusted historic Portfolio
performance may include data that precedes the inception dates of the
Subaccounts. This data is designed to show the performance that would have
resulted if the Contract had been in existence during that time.

We will disclose nonstandard performance data only if we disclose the
standard performance data for the required periods.

Effect of the Quarterly Administration Charge on Performance Data

The Contract provides for the deduction of a $[_____] quarterly
Administration Charge at the end of each calendar quarter from the Fixed Account
and the Subaccounts. We base it on the proportion that the value of each such
Account bears to the total Account Value. For purposes of reflecting the
quarterly Administration Charge in yield and total return quotations, we convert
the quarterly Administration Charge into a per-dollar per-day charge based on
the average Account Value in the Subaccount for all Contracts on the last day of
the period for which quotations are provided. Then, we adjust the per-dollar
per-day average charge to reflect the basis upon which we calculate the
particular quotation.

B-7
<PAGE>

Historic Performance Data

General Limitations

The funds have provided the portfolios' performance data. We derive the
Subaccount performance data from the data that the funds provide. In preparing
the tables below, we relied on the funds' data. While we have no reason to
doubt the accuracy of the figures provided by the funds, we have not verified
those figures.

Time Periods before the Date the Variable Account Commenced Operations

Variable Account may also disclose non-standardized total return for time
periods before the variable account commenced operations. This performance data
is based on the actual performance of the portfolios since their inception,
adjusted to reflect the effect of the current level of charges that apply to the
subaccounts under the Contract.

Tables of Adjusted Historic Total Return Quotations

The tables below set out the adjusted historic total returns for the
portfolios for various periods as of December 31, 1998. This performance data
is based on the actual performance of the portfolios since their inception,
adjusted to reflect the effect of the current level of charges that apply to the
subaccounts under the Contract.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Table 1

Adjusted Historic Portfolio Total Return As Of December 31, 1998 /1/
Assuming Contract Is Surrendered

Average Annual Total Return /2/
- ------------------------------------------------------------------------------------------------------------------
With Standard Death Benefit
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Portfolio Inception Date/1/ 1 Year (%) 5 Year (%) 10 Year (%) Since Inception (%)
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</TABLE>

/1/ The variable account has not yet commenced operations. Once available,
standardized performance data for the periods after the inception of Contract
sales will reflect the actual performance of the Contracts.

B-8
<PAGE>

/2/ Total return includes changes in share price, reinvestment of dividends,
and capital gains. The performance figures: (1) represent past performance and
neither guarantee nor predict future investment results; (2) assume an initial
hypothetical investment of $1,000 as required by the SEC for the standardized
returns; (3) reflects the deduction of X.XX% in annual variable account charges
and a $[_____] quarterly Administrative Charge, and (4) the applicable
withdrawal charge. The impact of the quarterly Administration Charge on
investment returns will vary depending on the size of the Contract and is
reflected as an annual charge of 0.XXX% of Subaccount assets. The investment
return and value of a Contract will fluctuate so that a Contract, when
surrendered, may be worth more or less than the amount of the deposits.

/3/ Total returns reflect that certain investment advisers waived all or
part of the advisory fee or reimbursed the portfolio for a portion of its
expenses. Otherwise, total returns would have been lower.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Table 2

Adjusted Historic Portfolio Total Return As Of December 31, 1998 /1/
Assuming Contract Is Not Surrendered

Average Annual Total Return/2/
- ------------------------------------------------------------------------------------------------------------------
With Standard Death Benefit
<S> <C> <C> <C> <C> <C>
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Portfolio Inception Date/1/ 1 Year (%) 5 Year (%) 10 Year (%) Since Inception (%)
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</TABLE>

/2/ Total return includes changes in share price, reinvestment of dividends,
and capital gains. The performance figures: (1) represent past performance and
neither guarantee nor predict future investment results; (2) assume an initial
hypothetical investment of $1,000 as required by the SEC for the standardized
returns; and (3) reflects the deduction of X.XX% in annual variable account
charges and a $[______] quarterly Administrative Charge. The applicable
withdrawal charge is not deducted. The impact of the quarterly Administration
Charge on investment returns will vary depending on the size of the Contract and
is reflected as an annual charge of 0.XXX% of subaccount assets. The investment
return and value of a Contract will fluctuate so that a Contract, when
surrendered, may be worth more or less than the amount of the purchase payments.

B-9
<PAGE>

Federal Tax Matters

General

The operations of the Variable Account form a part of, and are taxed with,
the operations of The Standard under the Internal Revenue Code of 1986, as
amended (the "code"). Investment income and realized net capital gains on the
assets of the Variable Account are reinvested and taken into account in
determining the accumulation and annuity unit values. As a result, such
investment income and realized net capital gains are automatically retained as
part of the reserves under the contract. Under existing federal income tax law,
The Standard believes that Variable Account investment income and realized net
capital gains are not taxed to the extent they are retained as part of the
reserves under the contracts. Accordingly, The Standard does not anticipate
that it will incur any federal income tax liability attributable to the Variable
Account, and therefore it does not intend to make any provision for such taxes.
However, if changes in the federal tax laws or interpretations thereof result in
The Standard's being taxed on income or gains attributable to the Variable
Account, then The Standard may impose a charge against the Variable Account in
order to make provision for payment of such taxes.

Qualified Plans

The rules governing the tax treatment of contributions and distributions
under qualified plans, as set forth in the code and applicable rulings and
regulations, are complex and subject to change. These rules also vary according
to the type of plan and the terms and conditions of the plan itself. Therefore,
no attempt is made herein to provide more than general information about the use
of contracts with the various types of plans, based on The Standard's
understanding of the current federal tax laws as interpreted by the Internal
Revenue Service. Purchasers of contracts for use with such a plan and plan
participants and beneficiaries should consult counsel and other competent
advisors as to the suitability of the plan and the contract to their specific
needs, and as to applicable code limitations and tax consequences. Participants
under such plans, as well as contractowners, annuitants and beneficiaries,
should also be aware that the rights of any person to any benefits under such
plans may be subject to the terms and conditions of the plans themselves
regardless of the terms and conditions of the contract.

Following are brief descriptions of the various types of plans and of the
use of contracts in connection therewith.

Public School Systems and Section 501(C)(3) Organizations (403(B))

Payments made to purchase annuity contracts by public school systems or
certain Section 501(c)(3) organizations for their employees are excludable from
the gross income of the employee to the extent that aggregate payments for the
employee do not exceed the exclusion allowance provided by Section 403(b) of the
code, the over-all limits for excludable contributions of Section 415 of the
code or the limit on elective contributions. Furthermore, the investment
results of the fund or series credited to the account are not taxable until
benefits are received either in the form of annuity payouts or in a single sum.

B-10
<PAGE>

If an employee's individual account is surrendered, usually the full amount
received would be includable in income for that year at ordinary rates.

Qualified Corporate Employee's Pension and Profit-Sharing Trusts
and Qualified Annuity Plans

Payments made by a corporate employer and the increments on all payments
for qualified corporate plans are not taxable as income to the employee until
distributed. However, the employee may be required to include these amounts in
gross income before distribution if the qualified plan or trust loses its
qualification. Corporate plans qualified under Sections 401(a) or 403(a) of the
code are subject to extensive rules, including limitations on maximum
contributions or benefits.

Distributions of amounts in excess of nondeductible employee contributions
allocated to such distributions are generally taxable as ordinary income. If an
employee or beneficiary receives a lump sum distribution, that is, if the
employee or beneficiary receives in a single tax year the total amounts payable
with respect to that employee and the benefits are paid as a result of the
employee's death or separation from service or after the employee attains
59 1/2, taxable gain may be either eligible for special lump sum averaging
treatment or, if the recipient was age 50 before January 1, 1986, eligible for
taxation at a 20% rate to the extent the distribution reflects payouts made
before January 1, 1974. For plan years beginning after December 31, 1996, tax
exempt organizations (except state or local governments) may have 401(k) plans.
These special tax rules are not available in all cases.

Deferred Compensation Plans (457 Plans)

Under the code provisions, employees and independent contractors
(participants) performing services for state and local governments and tax-
exempt organizations may establish deferred compensation plans. Plans of state
or local governments established on August 20, 1996, or later, must hold all
assets and income in trust (or custodial accounts or an annuity contract) for
the exclusive benefit of participants and their beneficiaries. Governmental
Section 457 plans that were in existence before August 20, 1996 are allowed
until January 1, 1999 to meet this requirement. While participants in such
plans may be permitted to specify the form of investment in which their plan
accounts will participate, all such investments are owned by the sponsoring
employer and are subject to the claims of its creditors. The amounts deferred
under a plan which meet the requirements of Section 457 of the code are not
taxable as income to the participant until paid or otherwise made available to
the participant or beneficiary. Deferrals are taxed as compensation from the
employer when they are actually or constructively received by the employee. As
a general rule, the maximum amount which can be deferred in any one year is the
lesser of $7,500 (as indexed) or 33 1/3% of the participant's includable
compensation. However, in limited circumstances, up to $15,000 may be deferred
in each of the last three years before retirement.

B-11
<PAGE>

Simplified Employee Pension Plans (SEP)

An employer may make contributions on behalf of employees to a SEP as
provided by Section 408(k) of the code. The contributions and distribution
dates are limited by the code provisions. All distributions from the plan will
be taxed as ordinary income. For tax years after 1996, salary reduction SEP's
(SAR/SEP) may no longer be established. However, SAR/SEPs in existence prior to
January 1, 1997 may continue to receive contributions.

Any distribution before the employee attains age 59 1/2 (except in the
event of death or disability) or the failure to satisfy certain other code
requirements may result in adverse tax consequences.

Savings Incentive Matched Plan for Employees (SIMPLE)

Employers with 100 or fewer employees who earned $5,000 during the
proceeding year, may establish SIMPLEs. For tax years beginning after December
31, 1996, SIMPLE plans are available and may be in the form of an IRA or part of
a 401(k) plan. Under a SIMPLE IRA, employees are permitted to make elective
contributions to an IRA, stated as a percentage of the employees compensation,
but not to exceed $6,000 annually as indexed. Such deferrals are not subject to
income tax until withdrawn. Withdrawals made by an employee in the first two
years of the employee's participation are subject to a 25% penalty. Later
withdrawals are subject to penalties applicable to IRAs. Under a SIMPLE 401(k),
employee deferrals are limited to no more than $6,000 annually. Employer
contributions are usually required for each type of SIMPLE.

Tax on Distributions from Qualified Contracts

The following rules generally apply to distributions from contracts
purchased in connection with the plans discussed previously, other than deferred
compensation plans.

The portion, if any, of any contribution under a contract made by or on
behalf of an individual which is not excluded from the employee's gross income
(generally, the employee's own nondeductible contributions) constitutes the
investment in the contract. If a distribution is made in the form of annuity
payouts, the employee's investment in the contract (adjusted for certain refund
provisions) divided by the life expectancy (or other period for which annuity
payouts are expected to be made) constitutes a tax-free return of capital each
year. The dollar amount of annuity payouts received in any year in excess of
such return is taxable as ordinary income. All distributions will be fully
taxable once the employee is deemed to have recovered the dollar amount of the
investment in the contract.

If a surrender of or withdrawal from the contract is effected and
distribution is made from the plan in a single payout, the proceeds may qualify
for special lump sum distribution treatment under certain qualified plans, as
discussed above. Otherwise, the amount by which the payment exceeds the
investment in the contract (adjusted for any prior withdrawal) allocated to that
payment, if any, will be taxed as ordinary income in the year of receipt. Rules
generally provide

B-12
<PAGE>

that all distributions which are not received as an annuity will be taxed as a
pro rata distribution of taxable and nontaxable amounts (rather than as a
distribution first of nontaxable amounts).

Distributions from qualified plans, Keoghs, SEPs, 403(b) plans and IRAs
will be subject to a 10% penalty tax if made before age 59 1/2 unless certain
other exceptions apply. Failure to meet certain minimum distribution
requirements for the above plans, as well as for Section 457 plans, will result
in a 50% excise tax. Various other adverse tax consequences may also be
potentially applicable in certain circumstances to these types of plans.

Upon an employee's death, the taxation of benefits payable to the
beneficiary generally follows these same principles, subject to a variety of
special rules.

Tax Status of the Contracts

Tax law imposes several requirements that variable annuities must satisfy in
order to receive the tax treatment normally accorded to annuity contracts.

Diversification Requirements. The Internal Revenue Code (Code) requires that
the investments of each investment division of the separate account underlying
the Contracts be "adequately diversified" in order for the Contracts to be
treated as annuity contracts for Federal income tax purposes. It is intended
that each investment division, through the fund in which it invests, will
satisfy these diversification requirements.

Owner Control. In certain circumstances, owners of variable annuity contracts
have been considered for Federal income tax purposes to be the owners of the
assets of the separate account supporting their contracts due to their ability
to exercise investment control over those assets. When this is the case, the
contract owners have been currently taxed on income and gains attributable to
the variable account assets. There is little guidance in this area, and some
features of our Contracts, such as the flexibility of an owner to allocate
premium payments and transfer amounts among the investment divisions of the
separate account, have not been explicitly addressed in published rulings.
While we believe that the Contracts do not give Owners investment control over
separate account assets, we reserve the right to modify the Contract as
necessary to prevent an Owner from being treated as the Owner of the separate
account assets supporting the Contract.

Required Distributions. In order to be treated as an annuity contract for
Federal income tax purposes, Section72(s) of the Code requires any Non-Qualified
Contract to contain certain provisions specifying how your interest in the
Contract will be distributed in the event of the death of an owner of the
Contract. Specifically, Section 72(s requires that (a) if any owner dies on or
after the annuity starting date, but prior to the time the entire interest in
the contract has been distributed, the entire interest in the contract will be
distributed at least as rapidly as under the method of distribution being used
as of the date of such owner's death; and (b) if any owner dies prior to the
annuity starting date, the entire interest in the contract will be distributed
within five years after the date of such owner's death. These requirements will
be considered satisfied as to any portion of a owner's interest which is payable
to or for the benefit of a designated beneficiary and which is distributed over
the life of such designated beneficiary or over a period

B-13
<PAGE>

not extending beyond the life expectancy of that beneficiary, provided that such
distributions begin within one year of the owner's death. The designated
beneficiary refers to a natural person designed by the owner as a beneficiary
and to whom ownership of the contract passes by reason of death. However, if the
designated beneficiary is the surviving spouse of the deceased owner, the
contract may be continued with the surviving spouse as the new owner.

The Non-Qualified Contracts contain provisions that are intended to comply
with these Code requirements, although no regulations interpreting these
requirements have yet been issued. We intend to review such provisions and
modify them if necessary to assure that they comply with the applicable
requirements when such requirements are clarified by regulation or otherwise.

Other rules may apply to Qualified Contracts.

Other Considerations

It should be understood that the foregoing comments about the federal tax
consequences under these contracts are not exhaustive and that special rules are
provided with respect to other tax situations not discussed herein. Further,
the foregoing discussion does not address any applicable state, local or foreign
tax laws. Finally, in recent years numerous changes have been made in the
federal income tax treatment of contracts and retirement plans, which are not
fully discussed above. Before an investment is made in any of the contracts, a
competent tax advisor should be consulted.

Addition, Deletion or Substitution of Investments

We cannot and do not guarantee that any of the Subaccounts will always be
available for deposits, allocations, or transfers. We retain the right, subject
to any applicable law, to make certain changes in the Variable Account and its
investments. We reserve the right to eliminate the shares of any portfolio held
by a Subaccount and to substitute shares of another portfolio of the underlying
mutual funds, or of another registered open-end management investment company
for the shares of any portfolio, if the shares of the portfolio are no longer
available for investment or if, in our judgment, investment in any portfolio
would be inappropriate in view of the purposes of the Variable Account. To the
extent the 1940 Act requires, substitutions of shares attributable to a
Participant's interest in a Subaccount will not be made without prior notice to
you and the Participant and the SEC's prior approval. Nothing contained herein
shall prevent the Variable Account from purchasing other securities for other
series or classes of variable annuity policies, or from effecting an exchange
between series or classes of variable annuity policies on the basis of your
requests.

We may establish new subaccounts when, in our sole discretion, marketing,
tax, investment or other conditions warrant. We may make any new subaccounts
available to existing Contractowners or Participants on a basis we determine.
Each additional subaccount will purchase shares in a mutual fund portfolio or
other investment vehicle. We may also eliminate one or more Subaccounts, if in
our sole discretion, marketing, tax, investment or other

B-14
<PAGE>

conditions warrant such change. In the event we eliminate any subaccount, we
will notify you and request a reallocation of the amounts invested in the
eliminated Subaccount.

In the event of any such substitution or change, we may, by appropriate
endorsement, make such changes in the Contracts as may be necessary or
appropriate to reflect such substitution or change. Furthermore, if we deem it
to be in the best interests of persons having voting rights under the Contracts,
the Variable Account may be (i) operated as a management company under the 1940
Act or any other form permitted by law, (ii) deregistered under the 1940 Act in
the event such registration is no longer required, or (iii) combined with one or
more other variable accounts. To the extent permitted by applicable law, we may
also transfer the assets of the Variable Account associated with the Contracts
to another account or accounts.

Other Information

We have filed a registration statement with the SEC under the Securities
Act of 1933, as amended, with respect to the Contracts discussed in this
Statement of Additional Information. The Statement of Additional Information
does not include all of the information set forth in the registration statement,
amendments and exhibits. Statements contained in this Statement of Additional
Information concerning the content of the Contracts and other legal instruments
are intended to be summaries. For a complete statement of the terms of these
documents, you should refer to the instruments filed with the SEC.

Financial Statements

The Standard's financial statements appear on the following pages.

B-15
<PAGE>

Part C

Item 24. Financial Statements and Exhibits

(a) Financial Statements
All required financial statements are included in Part B of this
Registration Statement.

(b) Exhibits
(1) Resolution of the Board of Directors of Standard Insurance Company
(the "Company") authorizing establishment of Separate Account C
(the "Separate Account")./1/
(2) Not applicable.
(3) (a) Form of Distribution Agreement./2/
(b) Form of Sales Agreement./2/
(4) (a) Form of Contract for Group Variable Annuity./1/
(b) Form of Certificate./2/
(c) Form of Section 403 (b) Rider./1/
(d) Form of Section 457 Rider./1/
(5) Form of Application for the Group Variable Annuity./2/
(6) (a) Articles of Incorporation of Standard Insurance Company./1/
(b) By-Laws of Standard Insurance Company./1/
(7) Not Applicable.
(8) Participation Agreements between Funds and Standard Insurance
Company./2/
(9) Opinion and Consent of ___________, Esq./2/
(10) (a) Consent of Sutherland Asbill & Brennan LLP./2/
(b) Consent of Auditors./2/
(11) No financial statements will be omitted from Item 23.
(12) Not applicable.
(13) Schedule of Performance Computations./2/
(14) Not applicable.
(15) Powers of Attorney./1/

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

/1/ Filed herewith.

/2/ To be filed by amendment.

C-1
<PAGE>

Item 25. Directors and Officers of Standard Insurance Company

<TABLE>
<CAPTION>
Name and Principal Business Address Position and Office with Depositor
- ----------------------------------- ----------------------------------
<S> <C>
Ronald E. Timpe President, Chief Executive Officer, and
Director
V. L. Anderson Director
F.W. Buckman Director
J.E. Chapoton Director
B.J. Galt Director
R. Geary Director
P.T. Johnson Director
P.O. Kohler Director
J.J. Meyer Director
R.R. Peterson Director
E.K. Stepp Director
W. Swindells Director
M.G. Thorne Director
F.E. Ulf, III Director
B.R. Whiteley Director
Eric E. Parsons Senior Vice President and Chief Financial
Officer
E. Wayne Atteberry Senior Vice President
Kim W. Ledbetter Senior Vice President
Douglas T. Maines Senior Vice President
James R. Bloyer Vice President
Donald F. Bowler, Jr. Vice President
Jeffrey C. Carey Vice President
Neal W. King Vice President
David B. Mansfield Vice President
J. Gregory Ness Vice President and Corporate Secretary
Forrest A. Richen Vice President
Wayne V. Roberts Vice President
Michael P. Roy Vice President
Wilbur R. Willard Vice President
Patricia J. Brown Assistant Vice President, Controller and
Treasurer
Dr. Randy Ellerbrook Medical Director
</TABLE>

Principal business address is:

1. 1100 S.W. 6th Avenue, Portland, OR 97204

C-2
<PAGE>

Item 26. Persons Controlled By or Under Common Control With the Depositor
or Registrant

Percent of Voting
Name Jurisdiction Securities Owned Principal Business
- ---- ------------ ----------------- ------------------

[To be added by subsequent amendment.]

Item 27. Number of Contractowners

As of the date hereof, there are no contract owners.

Item 28. Indemnification

Under its Articles of Incorporation and By-laws, Standard Insurance
Company, to the full extent permitted by the Oregon Business Corporation Act,
will indemnify any person who was or is a party to any proceeding by reason of
the fact that he or she is or was a director of Standard Insurance Company, as
provided below.

(a) Articles of Incorporation
-------------------------

No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a
director, provided that this Article shall not eliminate the liability of a
director for any act or omission for which such elimination of liability is
not permitted under the Oregon Business Corporation Act. No amendment to
the Oregon Business Corporation Act that further limits the acts or
omissions for which elimination of liability is permitted shall affect the
liability of a director for any act or omission which occurs prior to the
effective date of the amendment.

The Corporation may indemnify to the fullest extent permitted by law any
person who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative, or
otherwise (including an action, suit or proceeding by or in the right of
the corporation) by reason of the fact that the person is or was a
director, officer or employee of the corporation or a fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974 with respect
to any employee benefit plan of the corporation, or serves or served at the
request of the corporation as a director, officer or employee, or as a
fiduciary of an employee benefit plan, of another corporation, partnership,
joint venture, trust or other enterprise. This Article shall not be deemed
exclusive of any other provisions for indemnification of directors,
officers and fiduciaries that may be included in any statute, bylaw,
agreement, resolution of shareholders or directors or otherwise, both as to
action in any official capacity and action in another capacity while
holding office.

C-3
<PAGE>

(b) By-laws
-------

The Corporation shall indemnify to the fullest extent not prohibited by
law, any current or former director or officer of the Corporation who is
made, or threatened to be made, a party to an action, suit or proceeding,
whether civil, criminal, administrative, investigative or other (including
an action, suit or proceeding by or in the right of the Corporation) by
reason of the fact that such person is or was a director or officer of the
Corporation or a fiduciary within the meaning of the Employee Retirement
Income Security Act of 1974 with respect to any employee benefit plan of
the Corporation, or serves or served at the request of the Corporation as a
director, officer, employee or agent, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture, trust or
other enterprise. The Corporation shall pay for or reimburse the
reasonable expenses incurred by any such current or former director or
officer in any such proceeding in advance of the final disposition of the
proceeding if the person sets forth in writing (i) the person's good faith
belief that the person is entitled to indemnification under this Article
and (ii) the person's agreement to repay all advances if it is ultimately
determined that the person is not entitled to indemnification under this
Article. No amendment to these Bylaws that limits the Corporation's
obligation to indemnify any person shall have any effect on such obligation
for any act or omission that occurs prior to the later to occur of the
effective date of the amendment or the date notice of the amendment is
given to the person. This Article shall not be deemed exclusive of any
other provisions for indemnification or advancement of expenses of
directors, officers, employees, agents and fiduciaries that may be included
in the Articles of Incorporation or any statute, bylaw, agreement, general
or specific action of the Board of Directors, vote of shareholders or other
document or arrangement.

Item 29. Principal Underwriter

[To be added by subsequent amendment.]

(a) [______________] is the registrant's principal underwriter. It is
also the principal underwriter for [__________________].

(b) Officers and Directors of [_________________], and their addresses,
are as follows:

Name and Principal Business Address* Positions and Offices with the Underwriter
- ----------------------------------- ------------------------------------------

[To be added by subsequent amendment.]

* All of the persons listed above have as their principal business address:
________________.

C-4
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
(c)(1) (2) (3) (4) (5)
Name of Net Underwriting
Principal Discounts and Compensation on Brokerage
Underwriter Commissions Redemption Commissions Compensation
- ----------- ---------------- --------------- ----------- ------------
</TABLE>

As of this date, no compensation has been paid to the underwriter.

Item 30. Location of Books and Records

All of the accounts, books, records or other documents required by Section
31(a) of the Investment Company Act of 1940 and rules thereunder, are maintained
by Standard Insurance Company at 1100 S.W. 6th Avenue, Portland, OR 97207 and
by [________].

Item 31. Management Services

All management contracts are discussed in Part A or Part B of this
registration statement.

Item 32. Undertakings and Representations

(a) The registrant undertakes that it will file a post-effective amendment
to this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement
are never more than 16 months old for as long as purchase payments
under the contracts offered herein are being accepted.

(b) The registrant undertakes that it will include either (1) as part of
any application to purchase a contract offered by the prospectus, a
space that an applicant can check to request a statement of additional
information, or (2) a post card or similar written communication
affixed to or included in the prospectus that the applicant can remove
and send to Standard Insurance Company for a statement of additional
information.

(c) The registrant undertakes to deliver any statement of additional
information and any financial statements required to be made available
under this Form N-4 promptly upon written or oral request to the
Company at the address or phone number listed in the prospectus.

(d) The Company represents that in connection with its offering of the
contracts as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code of 1986,
it is relying on a no-action letter dated November 28, 1988, to the
American Council of Life Insurance (Ref. No. IP-6-88) regarding
Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, and that paragraphs numbered (1) through (4) of that letter will
be complied with.

C-5
<PAGE>

(e) The Company hereby represents that the fees and charges deducted under
the Contracts, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks
assumed by the Company.

C-6
<PAGE>

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Separate Account C, has caused this registration statement
to be signed on its behalf, in the City of Portland, and the State of Oregon, on
this 11 day of October, 1999.

SEPARATE ACCOUNT C (Registrant)

By: /s/ Eric E. Parsons
-----------------------------
Eric E. Parsons
Senior Vice President and
Chief Financial Officer
Standard Insurance Company

By: STANDARD INSURANCE COMPANY
(Depositor)

By: /s/ Eric E. Parsons
-------------------------
Eric E. Parsons
Senior Vice President and
Chief Financial Officer
Standard Insurance Company

As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------- ---------------------------------------- ---------------------
<S> <C> <C>
/s/ Ronald E. Timpe
_________________________ Chairman of the Board, President, and October 11, 1999
Ronald E. Timpe Chief Executive Officer

/s/ Eric E. Parsons
_________________________ Senior Vice President and Chief October 11, 1999
Eric E. Parsons Financial Officer

/s/ Patricia J. Brown
_________________________ Assistant Vice President, Controller October 8, 1999
Patricia J. Brown and Treasurer

/s/ V. L. Anderson
_________________________* Director October __, 1999
V. L. Anderson

/s/ F. W. Buckman
_________________________* Director October __, 1999
F. W. Buckman

/s/ J. E. Chapoton
_________________________* Director October __, 1999
J. E. Chapoton

</TABLE>

C-7
<PAGE>

/s/ B. J. Galt
_________________________* Director October __, 1999
B. J. Galt

/s/ R. Geary
_________________________* Director October __, 1999
R. Geary

/s/ P. T. Johnson
_________________________* Director October __, 1999
P. T. Johnson

/s/ P. O. Kohler
_________________________* Director October __, 1999
P. O. Kohler

/s/ J. J. Meyer
_________________________* Director October __, 1999
J. J. Meyer

/s/ R. R. Peterson
_________________________* Director October __, 1999
R. R. Peterson

/s/ E. K. Stepp
_________________________* Director October __, 1999
E. K. Stepp

/s/ W. Swindells
_________________________* Director October __, 1999
W. Swindells

/s/ M. G. Thorne
_________________________* Director October __, 1999
M. G. Thorne

/s/ F. E. Ulf, III
_________________________* Director October __, 1999
F. E. Ulf, III

/s/ B. R. Whiteley
_________________________* Director October __ , 1999
B. R. Whiteley

/s/ J. Gregory Ness On October 12, 1999, as Attorney-in-Fact pursuant to powers of
_________________________ attorney filed herewith.
* By: J. Gregory Ness

</TABLE>

C-8
<PAGE>

Exhibit Index

Exhibit 1 Resolution of the Board of Directors of Standard Insurance
Company authorizing establishment of Separate Account C

Exhibit 4(a) Form of Contract for the Group Variable Annuity

Exhibit 4(c) Form of Section 403(b) Rider

Exhibit 4(d) Form of Section 457 Rider

Exhibit 6(a) Articles of Incorporation of Standard Insurance Company

Exhibit 6(b) By-Laws of Standard Insurance Company

Exhibit 15 Powers of Attorney

<PAGE>

Exhibit 99.1

SEPARATE ACCOUNT C RESOLUTION

Upon a motion duly made and seconded, the following resolution establishing
Separate Account C for use with variable annuity contracts was approved:

RESOLVED, that Standard Insurance Company, pursuant to ORS 733.220, establish
a separate account designated Separate Account C (the Account) for the purpose
of issuing variable annuity contracts, and into which will be allocated
amounts paid to or held by Standard under such contracts, subject to the
following conditions:

That the fundamental investment policy of the Account shall be to invest or
reinvest its assets in securities issued by investment companies registered
under the Investment Company Act of 1940;

That the income, gains and losses, whether or not realized, from assets
allocated to the Account shall, as provided in the contracts, be credited to
or charged against the Account without regard to other income, gains, or
losses of Standard;

That the Authorized Officers be, and each of them hereby is, authorized and
directed to take all action necessary to execute and file with the Securities
and Exchange Commission any required registration statement to register the
Account as a unit investment trust under the Investment Company Act of 1940,
to register the contracts and any contract amendments under the Securities Act
of 1933, and to take all other actions necessary to comply with applicable
federal securities laws in connection with offering the contracts for sale and
operating the Account; and

That the Chairman, President and Chief Executive Officer or the Senior Vice
Presidents and the Vice President and Corporate Secretary ("Authorized
Officers"), and each of them, with full power to act without the others, on
behalf of and as attorneys for the Account and Standard are severally
authorized and empowered to prepare, execute, and cause to be filed with the
SEC on behalf of the Account and by Standard as sponsor and depositor any
registration statement, notice, and amendments required to register the
Account as an investment company under the Investment Company Act of 1940, and
a registration statement and any amendments required to register the contracts
and amendments under the Securities Act of 1933, on behalf of and as attorneys
for the principal executive officer and/or the principal financial officer
and/or the principal accounting officer and/or any other officer of Standard;

That the Authorized Officers be, and each of them hereby is, authorized on
behalf of the Account and Standard to take any and all action which they deem
necessary or advisable to sell the contracts, including any registrations,
filings and qualifications of the contracts under the insurance and securities
laws of any of the states;
<PAGE>

That the Authorized Officers be, and each of them hereby is, authorized on
behalf of the Account and Standard to execute and file irrevocable written
consents to be used in states in which such consents to service of process may
be required under the insurance or securities laws in connection with the
registration or qualification of the Contracts, and to appoint the appropriate
state official, or other persons as allowed by law, agent for the purpose of
receiving and accepting process;

That the Authorized Officers be, and each of them hereby is, authorized to
establish procedures under which Standard will provide sales and
administrative functions with respect to the Account and the contracts,
including providing any voting rights required by federal securities laws for
owners of the contracts with respect to securities owned by the Account,
adding or removing underlying investment options to the Account, and
permitting conversion or exchange of contract values or benefits among the
various options; and

That the Management Committee of Standard is authorized to change the name of
the Account as it deems appropriate.

Standard Insurance Company
Board of Directors Minutes
August 2, 1999
<PAGE>

September 10, 1999

I, J. Greg Ness, vice president and corporate secretary, do hereby certify that
this is a true and correct copy of the August 2, 1999 minute of Standard
Insurance Company regarding Separate Account C.

/s/ J. Greg Ness
--------------------------------------
Vice President and Corporate Secretary

<PAGE>

Exhibit 99.4(a)

STANDARD INSURANCE COMPANY

RETIREMENT PLANS DIVISION

GROUP VARIABLE ANNUITY CONTRACT
ALLOCATED

No.

for

ABC Corporation ___________________ Plan
<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
----
<S> <C>

ARTICLE I INTENT AND PURPOSE......................................... 1

ARTICLE II DEFINITIONS............................................... 3

A. Specific Definitions.............................................. 3
B. Interpretations................................................... 5

ARTICLE III DEPOSITS................................................. 6

A. Description of Deposits........................................... 6
B. Application of Deposits........................................... 6
C. Allocation and Crediting of Deposits.............................. 6
D. The Variable Account Subaccounts.................................. 7
E. The Fixed Account................................................. 9

ARTICLE IV BENEFITS, WITHDRAWALS AND TRANSFERS....................... 10

A. Benefit Withdrawals............................................... 10
B. Contractowner Withdrawals......................................... 10
C. Right to Defer a Payment, Transfer or Withdrawal.................. 11
D. Limitation of Liability........................................... 11
E. Transfers......................................................... 12
F. General........................................................... 12

ARTICLE V DEATH BENEFITS............................................. 13

A. Amount............................................................ 13
B. Beneficiary....................................................... 13
C. Payment........................................................... 13

ARTICLE VI RIGHT TO PURCHASE ANNUITIES............................... 14

A. Definition........................................................ 14
B. Purchase of Annuities............................................. 14
C. Premium Rates..................................................... 15
D. Annuity Payments.................................................. 15
E. Supplementary Contracts........................................... 15
F. Calculation of Annuity Payouts.................................... 15
G. General........................................................... 16

ARTICLE VII FEES..................................................... 17

A. Insurance and Financial Service Fee............................... 17
B. Asset Credit...................................................... 17
C. Administrative Charge............................................. 17
D. Withdrawal Charge................................................. 18
E. Transfer Fee...................................................... 19
F. Premium Taxes..................................................... 19
G. Reduction in Charges for Certain Groups........................... 19

ARTICLE VIII TERMINATION OF THIS CONTRACT............................ 20

A. Initiation of Termination......................................... 20
B. Effect of Termination............................................. 20
</TABLE>
<PAGE>

<TABLE>
<S> <C>
ARTICLE IX GENERAL CONDITIONS........................................ 22

A. Your Responsibilities............................................. 22
B. Assignment........................................................ 22
C. Non-Waiver........................................................ 22
D. Data Supplied By You.............................................. 22
E. Entire Contract................................................... 23
F. Amendment......................................................... 23
G. Modification...................................................... 23
</TABLE>
<PAGE>

ARTICLE I
INTENT AND PURPOSE

This Group Annuity Contract is intended to provide you with financial services
designed to receive and accumulate your funds for the prospective purchase of
annuities and payment of benefits according to the terms of your Plan.

This Contract is issued in consideration of the application of the Contractowner
and of the payment of Deposits as provided in this Contract.

This Contract is delivered in the jurisdiction of and is governed by the laws of
(State/ Commonwealth of Contractowner).

Signed for Standard Insurance Company
P. O. Box 711
Portland, OR 97207

_______________________,President _________________________ Secretary

Allocated
Group Deferred Variable Annuity or Variable and Fixed Annuity
Periodic Premium
Nonparticipating

ALL VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

1
<PAGE>

CONTRACT SPECIFICATIONS

Contract Number: [Specimen]

Contractowner: [The Trustees of A.B.C. Company Pension Trust]

Effective Date: July 1, 2000

Employer: [A.B.C. Company]

Plan: [A.B.C. Company Pension Plan]

Variable Account: [Separate Account C of Standard Insurance Company]

This is a group annuity Contract. This Contract may be used to fund all or part
of the Plan's obligation to the Participants.

The provisions of the Plan control the operation of the Plan. The provisions of
the Contract control the operation of the Contract.

We are not a party to the Plan. The Plan is mentioned merely for reference
purposes. Except for the obligations provided under this Contract, we have no
liability under the Plan. We are under no obligation under or by reason of
issuance of this Contract either (a) to determine whether any payment,
distribution or transfer under this Contract complies with the provisions, terms
and conditions of the Plan or with applicable law, or (b) to administer the
Plan.

This Contract can be issued in connection with a Plan that meets the
requirements of Sections 401(a), 403(a), 403(b), 414(d) or 457 of the Code or
with a nonqualified deferred compensation arrangement. We may require evidence
of qualification of the Plan, if applicable.

2
<PAGE>

ARTICLE II
DEFINITIONS

A. Specific Definitions

1. Account Value - Value held under this Contract. The value may be
maintained in either the Fixed Account, the Variable Account or both,
depending on allocations.

2. Accumulation Unit - A unit of measure used to calculate the variable
Account Value during the accumulation period.

3. Annual Date - The Contract Date and the same date of the same month
each year thereafter.

4. Annuitant and Contingent Annuitant - The persons upon whose lives the
Annuity Payouts made after the Annuity Commencement Date will be
based.

5. Annuity Commencement Date -The date on which annuity payments are to
start.

6. Annuity Payout - An amount paid at regular intervals under one of
several options available to the Annuitant and/or any other payee (but
not including Payments from Account). This amount will be paid on a
fixed basis only.

7. Beneficiary - The individual or individuals to whom the death benefit
is paid, if the Annuitant dies before the Annuity Commencement Date.

8. Business Day - Any day that the New York Stock Exchange (NYSE) is open
for trading except the day after Thanksgiving and December 24 or the
first weekday preceding December 24 if December 24 is considered the
Christmas holiday or falls on a weekend. Transactions are processed on
Business Days only.

9. Code - The Internal Revenue Code of 1986, as amended.

10. Company - Standard Insurance Company, also referred to as we, us, and
our.

11. Contract - This Standard Insurance Company Group Annuity Contract
between you, the Contractowner, and us, Standard Insurance Company.

12. Contract Date - The effective date of the Contract indicated on the
signature page of this Contract.

13. Contract Year - Each twelve-consecutive-month period beginning on an
Annual Date.

14. Contractowner - The party or parties named on the signature page of
this Contract or, upon delivery of Written Notice to us at our Home
Office in Portland, Oregon, and subject to Article IX, Section B, such
party's or parties'

3
<PAGE>

successor in interest by reason of change of name, merger,
consolidation, purchase of stock, or acquisition of substantially all
of the assets of the Contractowner's business.

Contractowner may be referred to as you and your.
--- ----

15. Deposits - Amounts paid into the Contract (net of any deduction for
premium taxes).

16. Home Office Our address at: Standard Insurance Company, Retirement
Plans Division, 1100 S.W. 6th Avenue (97204), P. O. Box 711 (97207),
Portland, Oregon. However, the Home Office address for "deposits" in
Article III differs slightly from this one. See Article III for the
address to be used when sending us a Deposit.

17. Investment Option - An option you have chosen to invest your Plan
assets. An Investment Option is operative when you instruct us to
deposit or transfer your assets to it. Each Subaccount of the Variable
Account and each fixed account option, if any, is a separate
Investment Option.

18. Market Value Adjustment (MVA) A charge deducted from the amounts you
withdraw or transfer from a fixed account Investment Option.

19. Participant - A person defined as a participant in the Plan, who has
enrolled under this Contract and on whose behalf Standard maintains an
Account Value.

20. Payments from Account - Periodic payments in an amount specified by a
Participant or Beneficiary continuing until the Account Value is
exhausted or until we are instructed to cease payments.

21. Pending Allocation Account - A money market account used for deposits
received without allocation instructions.

22. Plan - The Plan or arrangement named in the Contract Specifications,
which includes any employer based arrangement whether or not
considered a plan under State or Federal law.

23. Plan Administrator - The Plan sponsor, Plan trustee(s), Plan
fiduciary, or a person or persons specifically designated by you to
have the authority to control and manage the operation and
administration of your Plan. The Standard is not the Plan
Administrator.

24. Portfolio - Any of the underlying portfolios of a mutual fund in which
Deposits allocated to the Variable Account are indirectly invested.

25. Subaccount - That portion of the Variable Account which invests in
shares of a particular mutual fund portfolio. There is a separate
Subaccount that corresponds to each Portfolio.

4
<PAGE>

26. Valuation Period - The period commencing at the close of trading on
the NYSE on a Business Day and ending at the close of trading on the
NYSE on the next succeeding Business Day.

27. Variable Account - The segregated investment account into which
Standard sets aside and invests the variable assets attributable to
this variable annuity Contract.

28. Written Notice Any notice required by this Contract. Written Notice
required of you shall be delivered to us at our Home Office, unless we
notify you otherwise.

B. Interpretations

This Contract, and all words, terms and phrases used herein, shall be
construed consistently with, and in compliance with, the Code and the
Investment Company Act of 1940, to the extent such laws are applicable.

5
<PAGE>

ARTICLE III
DEPOSITS

A. Description Of Deposits

Deposits shall be accepted periodically under the terms of this Contract.
Deposits must be in the form of a check or electronic fund transfer in
United States funds, unless we agree otherwise.

B. Application Of Deposits

1. Home Office Address For Deposits Only. All Deposits must be sent to us
-------------------------------------
at: Standard Insurance Company, Retirement Plans Division, Unit 92,
P.O. Box 4500, Portland, Oregon 97208-4500.

2. Processing Deposits: New Participants. The initial Deposit for a new
-------------------------------------
Participant will be credited to the Participant's Account Value no
later than two (2) Business Days after receipt (at the address just
described), if the Deposit is received in good order (with all
necessary information). If the Deposit cannot be applied as received,
we will notify you and credit the Deposit to the Pending Allocation
Account until we receive all necessary information.

3. Processing Deposits: Existing Participants. Once we have received your
------------------------------------------
Deposit at the address just described and have validated your
crediting and allocation instructions, we will apply your Deposits for
existing Participants pursuant to those instructions as of the
Business Day of receipt and validation. Deposits are processed on
Business Days only. If a Deposit cannot be applied as received, we
will credit the Deposit to the Pending Allocation Account until we
receive all necessary information.

4. Pending Allocation Account. Deposits received will be held in a
--------------------------
Pending Allocation Account until applied, as described in Section C.3.
below.

5. Refund Of Deposit. We shall refund a Deposit if the terms of your Plan
-----------------
or applicable state or federal law so require.

6. Limitation On Deposits. In order to preserve the financial integrity
----------------------
of this Contract, we reserve the right to return amounts exceeding 5-
million dollars received in any one calendar month.

C. Allocation and Crediting of Deposits

1. Account Value will be maintained by us on behalf of each Participant.
At your request, Account Value will also be maintained by us for your
use under this Contract.

2. Deposits under this Contract must be allocated to the Variable Account
Subaccounts and/or to the Fixed Account of this Contract.

6
<PAGE>

3. Unallocable Deposits
--------------------

(a) If complete allocation instructions for any Deposit have not been
received by us in order for us to perform our duties under this
Contract, we will direct such Deposit to the Pending Allocation
Account.

(b) We will follow up with you monthly for a period of 90 days for
allocation instructions for Account Values in the Pending
Allocation Account.

(c) Within two Business Days for an initial Deposit described in B.2.
above, or otherwise as of the Business Day of receipt of complete
allocation instructions, the Account Value in the Pending
Allocation Account will be transferred to the Subaccounts or the
Fixed Account, as instructed.

(d) If allocation instructions are not received after the 90 day
notice, we will refund the Deposits in the Pending Allocation
Account, together with earnings thereon (unless applicable Code
or ERISA requirements preclude return of the Deposits and/or the
earnings) within 105 days of the date of receipt of the Deposit.

(e) The Pending Allocation Account will only be used for the purpose
mentioned in this Section III.C.3; you or Participants may not
direct a portion of Deposits to this Subaccount. Deposits
directed to the Pending Allocation Account will not be afforded
the same rights as other Deposits under this Contract.

4. If Deposits are stopped, the Account Values will remain in force as
paid-up until termination pursuant to Article VIII. Deposits may
resume at any time until we receive or give notice of termination of
the Contract, the Participant's Annuity Commencement Date, a request
to withdraw the entire Account Value or payment of any death benefit,
whichever comes first.

5. A Participant's Account Value may be allocated to a maximum of _____
Subaccounts, or to a maximum of _____ Subaccounts and the Fixed
Account.

6. At least once during each Contract Year, we will provide a report of
the value of each Account Value, including Account Value maintained on
behalf of each Participant and on behalf of the Contractowner.

D. The Variable Account Subaccounts

1. We reserve the right to eliminate the availability of the shares of
any mutual fund or Portfolio and substitute the securities of a
different investment company if the shares of a mutual fund or
Portfolio are no longer available for investment, or, if in our
judgment, any mutual fund or Portfolio should become inappropriate in
view of the purposes of this Contract. We may add a Subaccount
investing in a new mutual fund or Portfolio. We will give you written
notice of the elimination or substitution of any mutual fund or
Portfolio no later than 15 days after the substitution occurs. Any
such eliminations, substitutions or additions will be subject to
compliance with any applicable regulatory requirements.

7
<PAGE>

2. The value of a Subaccount on any Business Day is the number of
Accumulation Units in the Subaccount multiplied by the value of an
Accumulation Unit of the Subaccount at the end of the Valuation
Period.

3. (a) Accumulation Units.
------------------

Deposits allocated to the Variable Account are converted into
Accumulation Units. The number of Accumulation Units resulting
from each Deposit is equal to the Deposit divided by the value of
an Accumulation Unit for the Subaccount for the Valuation Period
during which the Deposit is received at our Home Office. The
Accumulation Unit value for each Subaccount was or will be
arbitrarily established at the inception of the Subaccount. It
may increase or decrease from Valuation Period to Valuation
Period. The Accumulation Unit value for a Subaccount for any
later Valuation Period is calculated by multiplying the value of
that unit at the end of the prior valuation period by the
Variable Subaccount's net investment factor for the Valuation
Period. The value of a variable Accumulation Unit can go either
up or down. The number of Accumulation Units credited to the
Account Value will not be changed by any change in the dollar
value of Accumulation Units in any Subaccount.

The net investment factor is used to determine the value of
accumulation and annuity unit values for the end of a Valuation
Period.

(b) Net Investment Factor.
---------------------

For any Subaccount of the Variable Account, the net investment
factor for a Valuation Period, before the annuity commencement
date, is (a) divided by (b), minus (c):

Where (a) is:

The net asset value per share held in the Subaccount, as of the
end of the Valuation Period; plus or minus the per share amount
of any dividend or capital gain distributions if the "ex-
dividend" date occurs in the Valuation Period; plus or minus a
per-share charge or credit as we may determine, as of the end of
the Valuation Period, for taxes.

Where (b) is:

The net asset value per share held in the Subaccount as of the
end of the last prior Valuation Period

Where (c) is:

The daily Insurance and Financial Services Fee (see Article VII.
A. below) times the number of calendar days in the current
Valuation Period.

8
<PAGE>

4. The assets of the Variable Account equal to its reserves and other
liabilities will not be charged with the liabilities arising from any
other part of our business.

5. The Accumulation Unit value may increase or decrease the dollar value
of benefits under the Contract.

E. The Fixed Account

1. The Fixed Account will be a liability against The Standard's general
account.

2. Interest will be credited daily on the Account Value in the Fixed
Account at an effective annual rate of not less than three percent
(3%). The interest rate for Deposits or transfers into the Fixed
Account within a period will be declared in advance of the period.

3. The interest rate for any Deposit or transfer will be guaranteed for
periods of at least one year from the date the amount is credited to
the Fixed Account. However, a guarantee period of less than one year
may be established to conform the guarantee period to a standard
cycle. After each guarantee period, the interest rate guarantee on
such amount may change but will never be less than three percent (3%).

4. A Market Value Adjustment (MVA) will be charged on any Contractowner
Withdrawals. The amount of the MVA will be deducted from the gross
amount to be disbursed.

5. The MVA is defined as the amount of the disbursement times a market
value factor, which is the lesser of 1.00 or the ratio of:

Current Bond Price
------------------
Par Value of that Bond

Current Bond Price equals the price of a bond:

6. The amount payable shall never be less than the principal in the Fixed
Account accumulated at the annual interest rate required under
applicable state minimum nonforfeiture laws.

9
<PAGE>

ARTICLE IV
BENEFITS, WITHDRAWALS AND TRANSFERS

A. Benefit Withdrawals

1. Description. These are withdrawals other than Contractowner
-----------
Withdrawals which are made according to the terms of your Plan and
this Contract for:

(a) Participant-initiated withdrawals, including Payments from
Account, for purposes of financial hardship, termination of
employment, retirement, disability, or death, each as defined by
the Plan.Participant-initiated withdrawals also include the cash-
out of the present value of a Participant's account balance if it
is less than the amount specified in the Plan for payment without
Participant consent.

(b) Participant-directed transfers of his assets among Investment
Options, if applicable;

(d) Annuity purchases; and

(e) Payments pursuant to a Qualified Domestic Relations Order (QDRO).

Benefit Withdrawals are not subject to a Withdrawal Charge, and are
not subject to a Market Value Adjustment.

2. Reasonable Proof Required. We may require reasonable proof that
-------------------------
Benefit Withdrawals are being made consistent with the terms of the
Plan and this Contract.

3. Valid Instructions Required. We require valid instructions regarding
---------------------------
the Investment Options from which the Benefit Withdrawals are to be
deducted.

4. Benefit Withdrawals Upon Contract Termination. We reserve the right to
---------------------------------------------
discontinue Benefit Withdrawals from the date of the termination
notice.

B. Contractowner Withdrawals

1. Description. Contractowner Withdrawals include any withdrawals you
-----------
make that are not defined as Benefit Withdrawals. Contractowner
withdrawals may be subject to a Withdrawal Charge and/or a Market
Value Adjustment.

2. Certain Participant-Initiated Withdrawals And Transfers. Participant-
-------------------------------------------------------
initiated withdrawals or transfer requests directly or indirectly
arising out of corporate acts such as spin-offs, divestitures,
corporate relocations, layoffs, retirement incentive programs, partial
or total Plan terminations, or the liberalization of Plan withdrawal
or transfer rules, are all Contractowner Withdrawals. Such payments
are not treated as Benefit Withdrawals.

10
<PAGE>

3. Valid Instructions Required. Before any Contractowner Withdrawal is
---------------------------
made, we will need valid instructions from you regarding the
Investment Options from which the Contractowner Withdrawals are to be
deducted.

4. Market Value Adjustment. You may withdraw all or a part of your assets
-----------------------
from the Investment Options. A Market Value Adjustment may apply to
withdrawals from the Fixed Account.

C. Right To Defer A Payment, Transfer, Or Withdrawal

1. Any cash payment generally will be mailed from our Home Office within
7 days after the date of withdrawal, and transfers generally will be
effected as of the date a proper request is received at our Home
Office.

2. We may defer payments and transfers from the Variable Account as
permitted by the Investment Company Act of 1940 and regulations and
interpretations thereunder, as in effect at the time a request for
withdrawal or transfer is received.

3. We reserve the right to defer any payment or transfer from the Fixed
Account for a period not to exceed 6 months after a request is
received.

4. Transfers (and withdrawals) from the Fixed Account may be subject to a
Market Value Adjustment and/or delayed for up to six (6) months.

D. Limitation Of Liability

1. General Liability.
-----------------

(a) Limited To Assets In Investment Option(s). Our general liability
-----------------------------------------
to you at any time shall be limited to the sum of the balances
then credited to your applicable Investment Option(s) at that
time,

1. plus any earnings accrued, but not yet credited;

2. less any fees which have accrued, but have not yet been
paid directly to us;

3. minus any Market Value Adjustment, if applicable, under the
terms of the Investment Fund in which you have assets; and

4. minus any applicable Withdrawal Charge.

(b) Limit On Payment. At no time shall we make payments to you under
----------------
this Contract in excess of this limit.

2. Sufficiency Of Funds. We will not be responsible for the lack of
--------------------
sufficient funds under this Contract to provide benefits or otherwise meet any
funding requirements for your Plan under applicable law.

11
<PAGE>

E. Transfers

1. A transfer of Account Value may be directed from one Subaccount to
another Subaccount or to the Fixed Account. A transfer of Account
Value may be directed from the Fixed Account to one or more
Subaccounts, subject to the limitations described below. A transfer
request shall be by telephone or electronic communication unless we
have agreed to accept a request in writing. Amounts transferred to the
Subaccount(s) will purchase Accumulation Units as described above.

2. There currently is no charge for a transfer. However, we reserve the
right to impose a charge in the future for any transfers. We reserve
the right to restrict or eliminate the transfer privileges at any
time, in any way.

3. A transfer among Subaccounts will result in the purchase of
Accumulation Units in one Subaccount and the redemption of
Accumulation Units in the other Subaccount. Such a transfer will be
effected at Accumulation Unit values calculated at the end of the
Valuation Period during which the transfer request is received in good
order at our Home Office.

4. Transfers after the Annuity Commencement Date are not permitted.
Transfers are permitted, however, after Payments from Account
commence.

5. Transfers (and withdrawals) from the Fixed Account may be subject to a
Market Value Adjustment and/or delayed for up to six (6) months.

F. General

1. All withdrawal requests must be submitted to us in writing or, if you
and we agree, by telephone or electronic communication. A withdrawal
request for a Participant must be authorized by you, unless the Plan
is not subject to ERISA and you and we agree that the withdrawal may
be authorized only by the Participant.

2. Withdrawals will be effected at Accumulation Unit values calculated at
the end of the Business Day during which we receive written request at
our Home Office in good order.

3. Withdrawals will reduce the applicable Account Value by the amount of
the withdrawal, and by the amount of any applicable Withdrawal Charge
and any applicable Market Value Adjustment..

4. We reserve the right to require proof of the event giving rise to any
withdrawal and/or transfer under this Contract.

12
<PAGE>

ARTICLE V
DEATH BENEFITS

A. Amount

1. If a Participant dies prior to the Annuity Commencement Date, upon
receipt of proof of death and required claim forms we will pay the
Beneficiary, if one is living, a death benefit equal to the
Participant's Account Value less any outstanding loan balance.

2. We will calculate the death benefit as of the end of the Valuation
Period during which we have received both proof of death and the
election of a form of benefit.

B. Beneficiary

1. A Participant may designate a Beneficiary during the life of the
Participant. Unless otherwise stated in the Beneficiary designation,
if there is more than one Beneficiary, they are presumed to share
equally.

2. The Participant may change any Beneficiary unless otherwise provided
in the previous designation. A change of Beneficiary will revoke any
previous designation. A change may be made by filing a written
request, in a form acceptable to us, at our Home Office. The change
will become effective upon receipt of the written request by us at our
Home Office.

3. Unless otherwise provided in the Beneficiary designation, if any
Beneficiary dies before the Participant, that Beneficiary's interest
will go to any other Beneficiaries named, according to their
respective interests. If there are no Beneficiaries, the Beneficiary's
interest will pass to a contingent Beneficiary(s), if any. If no
Beneficiary or contingent Beneficiary survives the Participant, the
death benefit will be paid in one lump sum to the Participant's
estate.

C. Payment

1. Proof of death will be a certificate of death, a copy of a certified
decree of a court of competent jurisdiction as to the finding of
death, or any other proof satisfactory to us.

2. All death benefit payments will be subject to the laws and regulations
governing death benefits.

3. The death benefit may be paid in a lump sum or under a settlement
option then available. If a lump sum settlement is elected, the
proceeds from the Variable Account generally will be paid within 7
days of approval by us of the claim. This payment may be postponed as
permitted by the Investment Company Act of 1940, as amended.

13
<PAGE>

ARTICLE VI
RIGHT TO PURCHASE ANNUITIES

A. Definition

Beginning with the Contract Date and until the date this Contract is
subsequently terminated (pursuant to Article VIII), you shall have the
right to purchase annuities as provided below. "Premium" means the
purchase amount. For purposes of this Article VI, "annuity" does not
include Payments from Account.

To purchase annuities, you may do so by sending us a request for an annuity
form which is (1) acceptable to us; (2) provided for under the terms of
your Plan; and (3) authorized by the Plan Administrator. A description of
those annuities that we typically provide is set forth in Schedule A below.
We may provide other forms required by the Plan or requested by you and
which are acceptable to us.

B. Purchase Of Annuities

1. Necessary Information. In advance of the purchase of an annuity, you
---------------------
must provide us with the following information:

(a) The Participant;

(b) The purchase date;

(d) The Annuity Commencement Date;

(e) The amount of payment or Premium (if other than the
Participant's Account Value);

(f) The full name of the Annuitant, address, gender, social
security number, and proof of birth date in a form satisfactory
to us (e.g., birth certificate or baptismal record);

(g) If applicable, the full name of the Beneficiary, relationship
to the Annuitant, address, gender, and social security number;

(h) If applicable, the full name of the Contingent Annuitant,
relationship to the Annuitant, address, gender, social security
number, and proof of birth date in a form satisfactory to us
(e.g., birth certificate or baptismal record);

(i) The mode of payment (e.g., monthly, quarterly, or annually)
which produces a payment of at least $100;

14
<PAGE>

(j) Your valid instructions regarding the Investment Option(s) from
which the Premium is to be deducted.

2. Sufficiency Of Payment
----------------------

(a) Insufficient Funds. No annuity will be purchased if your funds or
------------------
the Participant's Account Value under this Contract are
insufficient.

(b) No Responsibility. We shall not be responsible for the lack of
-----------------
sufficient funds held under this Contract to purchase an annuity.

C. Premium Rates

1. Guaranteed Rates. Subject to subsection C.3. below, the annuity
----------------
purchase rates are guaranteed to be at least as favorable as the
amounts shown in the Table of Guaranteed Maximum Rates attached to
this Contract as Schedule A.

2. Current Rates. If, at the time of selection, we offer annuities on a
-------------
more favorable basis than that guaranteed in the Contract, the more
favorable rate shall apply.

3. Modification Of Schedule A. We reserve the right to modify Schedule A
--------------------------
as it applies to the benefits of Participants who enter the Plan after
sixty (60) days Written Notice to you of modification of the purchase
rates.

D. Annuity Payments

1. Cash-out. At our option, we may choose to pay the Account Value in
--------
cash if the annuity payout would be less than $100 annually.

2. Correction Of Payments. Once annuity payments have begun and we later
----------------------
discover that the age or gender of an Annuitant or Contingent
Annuitant has been misstated, the payment shall be adjusted based on
the correct age and gender from the date payments began. If we
underpaid, we will pay the underpaid amount in full with the next
annuity payment. If we overpaid, we shall deduct the overpayments
from future annuity payments until we are repaid in full.

E. Supplementary Contracts

In any case where we provide an annuity under this Contract, we will issue
a Supplementary Contract to the named Annuitant describing the terms and
conditions of the relationship created between the Annuitant and our
Company, including any guarantees we undertake.

F. Calculation of Annuity Payouts

The amount of Annuity Payouts will depend on the age and sex (except in
cases where unisex rates are required) of the Annuitant as of the Annuity
Commencement Date. A choice may be made to receive payouts once each
month, four times each year, twice

15
<PAGE>

each year or once each year. The Account Value used to effect Annuity
Payouts will be calculated as of the Annuity Commencement Date.

After the Annuity Commencement Date, the Annuity Payout option can not be
changed.

We guarantee that the dollar amount of each installment after the first
will not be affected by variations in mortality experience from mortality
assumptions on which the first installment is based.

G. General

If the annuity option chosen results in Annuity Payouts of less than $25
per month, the frequency will be changed so that Annuity Payouts will be at
least $25.

If we receive proof that a person receiving Annuity Payouts under this
Contract is legally or mentally incompetent, the Annuity Payouts may be
made to any person deemed a legal representative by a court of competent
jurisdiction or as otherwise provided by applicable state law.

The Annuitant may name the Beneficiary or Contingent Annuitant for any
purchased annuity option. The Annuitant may change the Beneficiary at any
time without the consent of the previous Beneficiary unless the previous
designation provides otherwise. However, if the Annuitant is married, the
Annuitant's spouse must agree in writing to another person being named
Beneficiary or Contingent Annuitant if required by the Plan or applicable
law. The change is effective when written notice is received by us. The
annuity option or the Contingent Annuitant may not be changed. The
Beneficiary or the Contingent Annuitant does not have the right to name the
Beneficiary.

If the Annuitant dies and there is no named Beneficiary living at the time
of the Annuitant's death, the Annuitant's estate will be paid any remaining
guaranteed Annuity Payouts, under a period certain annuity option, in one
lump sum. If the named Beneficiary is receiving guaranteed Annuity Payouts
and dies, the remaining Annuity Payouts will be paid in one lump sum to the
contingent Beneficiary if living at the time of the Beneficiary's death.
Payment will otherwise be made to the Beneficiary's estate.

We may, at any time, require proof that any payee under this Contract is
living when payout is contingent upon survival of that payee.

16
<PAGE>

ARTICLE VII
FEES

A. Insurance and Financial Service Fee

1. Description. The Insurance and Financial Service Fee, described below,
-----------
will be deducted from the Variable Account assets on a daily basis.

2. Amount. The Amount of the Insurance and Financial Service Fee shall be
------
a percentage of the average daily net assets in the Variable Account
attributable to this group Contract and will depend on the underlying
Portfolios to which a Participant allocates his or her Deposits. The
fee will reflect whether and to what extent the fund managers pay for
certain administrative expenses or otherwise provide revenue to The
Standard. The daily fee shall be at the following rates:

Portfolio Annual Fee Rate Daily Fee Rate

American Century Funds ___ ___.___% ___ ___.___%
T. Rowe Price Funds ___ ___.___% ___ ___.___%
_____________________ ___ ___.___% ___ ___.___%
_____________________ ___ ___.___% ___ ___.___%
_____________________ ___ ___.___% ___ ___.___%

3. Modification and Limit. We reserve the right to change the amount of
----------------------
this fee. However, we must send you Written Notice at least sixty (60)
days before the new fee goes into effect.

B. Asset Credit

- --------------------------------------------------------------------------------
Group Annual Asset Quarterly Asset
Contract Assets Credit Rate Credit Rate
- --------------------------------------------------------------------------------
Up to $5.0 million None None
- --------------------------------------------------------------------------------
$5.0 to $8.0 million 0.20% 0.05%
- --------------------------------------------------------------------------------
$8.0 to $12.0 million 0.25% 0.0625%
- --------------------------------------------------------------------------------
$12.0 million or more 0.30% 0.0750%
- --------------------------------------------------------------------------------

C. Administrative Charge

1. Description. An Administrative Charge will be deducted from each
-----------
Participant Account on the last Business Day of each calendar quarter.

17
<PAGE>

2. Amount. The amount of each Participant Account's quarterly
------
Administrative Charge shall be$ ________________________.

3. Modification and Limit. We reserve the right to change the amount of
---------------------
the quarterly Administrative Charge. However, we must send you Written
Notice at least sixty (60) days before the new charge goes into
effect. In any event, we guarantee that this charge will never
exceed$____________________ per Participant Account per quarter for
the first _________Contract Years.

4. Payment of Administrative Charge.
--------------------------------

(a) The quarterly Administrative Charge shall be deducted from each
Participant Account by reducing the number of Accumulation Units
credited to that Account during the accumulation period.

(b) On the last Business Day of each calendar quarter, we will deduct
the Administrative Charge from the Account Value maintained on
behalf of each Participant and on behalf of the Contractowner on
a pro rata basis based on the balances of such Account Values on
such date in the Fixed Account and Variable Account. The full
Administrative Charge will be deducted upon withdrawal of the
entire Account Value.

(c) If you choose to pay the Administrative Charge directly, you must
give us Written Notice of your election. We will bill you at the
end of each calendar quarter for an amount equal to the
Administrative Charge times the number of Participants on whose
behalf Account Values are maintained as of the last day of the
calendar quarter plus the number of Participants that have
withdrawn their entire Account Values within that calendar
quarter. If the Administrative Charge is not paid within 30 days
of receipt of the bill, the amount will be deducted from the
Account Value or from the Annuity Payouts as described herein.
However, if this automatic deduction of Fees occurs twice within
any twenty-four (24) month period, we may begin deducting fees
from the assets in your Investment Options.

D. Withdrawal Charge

1. Description. All amounts withdrawn from the Account Value shall be
-----------
subject to a Withdrawal Charge, except as described in Article IV. A.
above.

2. Amount. The Withdrawal Charge shall be a percentage of the amount
------
withdrawn, based on the Contract Year, according to the following
table:

18
<PAGE>

Contract Year Withdrawal Charge Percentage
------------- ----------------------------

1 3.0%
2 2.0%
3 1.0%
4 1.0%
5 0.0%

3. Exceptions. The Withdrawal Charge shall be waived for Benefit
----------
Withdrawals made under the circumstances described in Article IV.a.
above.

E. Transfer Fee

We do not charge for transfers.

F. Premium Taxes

We may deduct the amount of any applicable premium taxes from Deposits or
Account value when the tax is incurred or at a later date we choose.

G. Reduction in Charges for Certain Groups

We may reduce or waive the Insurance and Financial Services Fees,
Administration Charge and Withdrawal Charges and/or vary the amount of the
Asset Credit on Contracts that have been sold:

1. when sales of the Contract may result in savings of sales or
administrative expenses;

2. where purchase payments are paid through an approved group payment
method; and

3. where the size and type of the group or level of Deposits may result
in savings of administrative or insurance expenses.

We will not reduce or eliminate the Insurance and Financial Services Fee,
quarterly administrative fee, or withdrawal charges where such reduction or
elimination will unfairly discriminate against any person.

19
<PAGE>

ARTICLE VIII
TERMINATION OF THIS CONTRACT

A. Initiation Of Termination

1. Initiated By You.
----------------

(a) Terminate At Any Time. You may terminate this Contract at any
---------------------
time when you deliver Written Notice to us.

(b) Specify Effective Date. The Written Notice must specify a date on
----------------------
which termination shall be effective. However, the date chosen
for termination can not be earlier than thirty (30) days after we
receive your Written Notice at our Home Office, unless we agree
otherwise.

2. Initiated By Us.
---------------

(a) Reasons For Termination. We may terminate this Contract at any
-----------------------
time after we send you Written Notice. We may terminate the
Contract for reasonable cause, which may include but is not
limited to any of the following circumstances:

1. if we believe you are not abiding by state and federal law
in connection with this Contract or the Plan;

2. if you have not rendered the performance necessary to comply
with the terms of this Contract;

3. if the balance in all of your Investment Options has fallen
below $25,000;

4. if the Internal Revenue Service disqualifies your Plan; or

5. if your Plan has not been adopted within a reasonable period
of time.

(b) Effective Date Of Termination. Our Written Notice of termination
-----------------------------
to you shall specify an effective date. The date chosen shall be
no sooner than thirty (30) days after the date you receive
Written Notice. We will allow you a reasonable period to remedy
the reason for termination.

B. Effect of Termination

1. Deposits. On the effective date this Contract is to terminate, we will
--------
no longer accept Deposits as described in Article III.

20
<PAGE>

2. Earnings. We shall adjust your Investment Options for earnings, gains,
--------
and losses according to the terms of the appropriate Investment
Options and continue to make such adjustments for as long as those
assets remain in our Investment Options.

3. Fees.
----

(a) Continuation Of Fees. We shall continue to charge Fees
--------------------
periodically according to the terms of Article VII until the
balance in your Investment Options is reduced to zero. We will
bill you for any remaining Fees.

(b) Pro-rating Fees. If the final disposition of funds occurs on a
---------------
date other than at the end of a calendar quarter, periodic Fees
shall be prorated for the portion of the calendar quarter that
has expired.

(c) Deduction Of Fees. If all accrued Fees are not paid on or before
-----------------
the date of the final disposition of funds, we shall deduct any
outstanding balance from your assets.

4. Disposition Of Funds. You shall direct us pursuant to a Written Notice
--------------------
how to dispose of your funds in either (a) a single payment, (b)
installment payments, or (c) a distribution of the benefits as
provided below. Absent your direction, the funds may be paid in a
single payment.

(a) Single Payments. Assets may be paid in a single payment subject
---------------
to the terms set forth in each of your Investment Options;

(b) Installment Payments. Funds may be distributed in installments;
--------------------

(c) Distribution Of Benefits. The disposition of funds by
------------------------
distribution of annuities or benefits shall be as agreed between
you and Standard.

(d) Any disposition of funds may be subject to a Market Value
Adjustment and a Withdrawal Charge.

5. Certification. Prior to distribution, we may require a Written Notice
-------------
from you or the Plan Administrator certifying that the withdrawals you
make will continue to be applied for the exclusive benefit of
Participants and their beneficiaries under the terms of your Plan.

6. Documentation. If you withdraw funds for payment to another party or
-------------
institution (other than yourself), we may require reasonably necessary
documentation prior to such withdrawals.

7. Refusal To Transfer. Notwithstanding any other provision of this
-------------------
Contract, we may refuse to transfer funds if, in our opinion, based on
all the facts and circumstances known to us at the time, the transfer
may subject us to liability under applicable state or federal law.

21
<PAGE>

ARTICLE IX
GENERAL CONDITIONS

A. Your Responsibilities

1. Authority To Control And Manage. You (or person(s) you nominate) are
-------------------------------
the Plan Administrator who has the authority to control and manage the
operation and administration of the Plan and Plan assets. We do not
assume this responsibility.

2. Retain Legal And Accounting Advice. You must obtain your own legal and
----------------------------------
accounting advice concerning your Plan.

3. Meeting Legal Deadlines. You are responsible for meeting all filing
-----------------------
deadlines with the IRS and the Department of Labor. This also includes
securing and maintaining the qualified status of your Plan, if
applicable. We are not responsible for payment of any damages, fines,
or penalties for the acts or omissions of the Plan Administrator.

B. Assignment

1. Assignment, Pledge, Or Transfer. You can assign, pledge, or transfer
-------------------------------
ownership of this Contract, but only if we have given you prior
consent pursuant to a Written Notice and only if the assignment,
pledge, or transfer complies with applicable state and federal law.

2. Commutation, Anticipation, or Encumbrance. Any payments or benefits
----------------------------------------
provided for by this Contract shall not be subject to commutation,
anticipation, encumbrance, or alienation by any person, individual, or
institution entitled to such payments or benefits unless it complies
with applicable state and federal law and we have given you consent
pursuant to a Written Notice prior to that transaction.

3. Seizure By Operation Of Law. Furthermore, no payment or benefit
---------------------------
provided for by this Contract shall be seized, taken, appropriated, or
applied by any legal or equitable process or operation of law to pay
any debt or liability of any person entitled to such payments or
benefits, except to the extent provided by applicable law and only if
we have consented in a prior Written Notice.

C. Non-Waiver

Our failure to enforce any provision of this Contract at any time shall not
affect our right, by doctrine of waiver, estoppel, or otherwise, to enforce
that provision or any other provision at any other time.

D. Data Supplied By You

You shall furnish any information that we may reasonably require in order
to administer this Contract. We will be permitted to rely conclusively
upon any statement by you or

22
<PAGE>

information you provide. All statements that you make will, in the absence
of fraud, be deemed representations and not warranties.

E. Entire Contract

This Group Annuity Contract, the attached Schedules and Riders, and the
Contract Application, constitute the entire Contract between you, the
Contractowner, and our Company. We are responsible for performing only
those duties, obligations, and responsibilities specifically described in
this Contract.

F. Amendment

1. Description. You and our Company may amend this Contract by mutual
-----------
agreement. Such an Amendment must be signed by your authorized
representative and our President or one of our Vice Presidents.

This Contract may be amended without the consent of any employee,
Participant, or beneficiary of the Plan.

2. Authority To Sign. No other person has the authority to sign a
-----------------
Contract, amend this Contract, or waive any provision of this Contract
on our behalf.

G. Modification

1. Modifications To Comply With Applicable Law. We may unilaterally
-------------------------------------------
modify any provision of this Contract without your consent in order to
comply with applicable laws or regulations. However, we shall give you
Written Notice of any such compliance changes.

2. Modifications We Propose. We may propose other modifications to the
------------------------
Contract which will be effective no sooner than sixty (60) days after
we have given you Written Notice. You may reject our proposed
modification by giving us Written Notice before it becomes effective.

23
<PAGE>

SCHEDULE A

GUARANTEED MAXIMUM RATE TO PURCHASE $1.00 OF MONTHLY
RETIREMENT BENEFIT

Rates determined as if both the Primary Annuitant and Spouse were Age 65. *

Form of Payment*
- ---------------

<TABLE>
<CAPTION>
2000 2001 2002 2003
---- ---- ---- ----
<S> <C> <C> <C> <C>
Life Annuity $186.91 $187.18 $187.45 $187.72

60 Months Certain
and Life Annuity $188.13 $188.39 $188.66 $188.92

120 Months Certain
and Life Annuity $192.06 $192.31 $192.55 $192.79

180 Months Certain
and Life Annuity $199.02 $199.22 $199.43 $199.63

Joint and Survivor
Annuity with 100%
to Surviving Spouse $213.53 $213.89 $214.24 $214.59

Joint and Survivor
Annuity with 66
2/3% $201.51 $201.88 $202.26 $202.63
to Surviving Spouse
</TABLE>

Guaranteed Maximum Rates are based on the 1994 Group Annuity Mortality Table
with projection factors and an interest rate of 3%. Single life rates use 100%
female mortality. Joint life factors are blended 50% male and 50% female with a
pivot age of 65. Joint mortality improvement factors are an arithmetic average
of 50% male and 50% female. Rates for subsequent years will be provided on
request.

These rates are guaranteed for the duration of this Contract for the benefits of
current Plan Participants. We reserve the right to change the Guaranteed Maximum
Rates for the benefits of Participants who enter the Plan after we give sixty
(60) days Written Notice of the change.

Description of the Annuities:
- ----------------------------

(1) Life Annuity - Monthly income payable for the life of the annuitant only,
------------
with no payments after the annuitant's death.

(2) Certain and Life Annuity - Monthly income payable for the life of the
------------------------
annuitant with the provision that if the annuitant should die after
commencement of payments, but before the end of a certain period of 60,
120, or 180 months, as elected, payments will be continued for the
remainder of certain period to a designated beneficiary; PROVIDED, however,
that the certain period election shall not extend beyond any applicable
limit imposed by law.

(3) Joint and Survivor Annuity - Monthly income payable for the life of the
--------------------------
annuitant, and thereafter for the life of a designated contingent
annuitant. Monthly payments to the contingent annuitant may be: the same
amount as, one-half of, or two-thirds of the monthly payments to the
annuitant, as you specify.

* We will determine rates for other ages or forms of payment on the same
actuarial basis as those rates shown above.

<PAGE>

Exhibit 99.4(c)

Contractowner:

Contract No.:

Contract Date:

STANDARD INSURANCE COMPANY
_______________________________

403(b) PLAN ENDORSEMENT
_______________________________

This 403(b) Plan Endorsement is attached to and forms a part of the Contract.
The Endorsement is intended to integrate the provisions of the Contract,
Contract Application, Schedules, and Riders with the requirements for your Plan,
in compliance with Code Section 403(b). All terms defined in the Contract have
the same meaning where used in this Endorsement.

In consideration of the issuance of the Contract and Rider(s) in conjunction
with your Retirement Plan and in compliance with Code Section 403(b), it is
agreed as follows:

1. ARTICLE II, Section A, "Specific Definitions", Subsection 22, is amended to
read:

Plan - The plan or arrangement named in the Contract Specifications. The
Contractowner represents that it is an eligible organization described in
Code Section 403(b)(1)(A) and that the Plan meets the requirements of Code
Section 403(b).

2. ARTICLE III, Section F, "Limitation of Contributions", is added to read:

Deposits attributable to elective deferrals within the meaning of Code
Section 402(g) may not exceed the limitation imposed by that section. We
may return amounts in excess of the limitation or otherwise correct them as
allowed by law. Other limitations may apply but we assume no responsibility
under this Contract for monitoring Deposits with respect to those
limitations. Deposits in excess of the limitations and related earnings may
be distributed upon your request, as permitted by law.

3. ARTICLE III, Section G, "Transferred Deposits", is added to read:

For any deposits transferred from another tax-sheltered annuity contract or
account, except another Standard Insurance Company contract, we must be
provided the source of the Deposit, e.g. salary reduction (elective
deferrals),

1
<PAGE>

employer match, or after-tax contributions, or we will identify such
Deposit on our records as salary reduction contributions.

Transferred amounts must also be identified as having been contributed to
the Plan before the 1989 Plan year, or we will identify them on our records
as post-1988 contributions for purposes of certain distribution
restrictions.

Transferred amounts subject to Code Section 403(b)(7)(A) shall continue to
be subject to the restrictions of Code Section 403(b)(7)(A)(ii).

4. ARTICLE IV, Section F, "General", Subsection 5 is added to read:

Distributions shall be made in a manner that satisfies Code Section
403(b)(10), which imposes requirements similar to Code section 401(a)(9),
including the minimum incidental death benefit requirements.

5. ARTICLE IX, Section B, "Assignment", Subsection 4 is added to read:

Assignment by Participant. A Participant's interest in this Contract is
--------------------------
nontransferable within the meaning of Code Section 401(g). The
Participant's interest may not be sold, assigned, discounted, or pledged as
collateral for a loan and may not be alienated except pursuant to a
qualified domestic relations order within the meaning of Code Section
414(p) or as otherwise specifically provided by law.

<PAGE>

Exhibit 99.4(d)

Contractowner:

Contract No.:

Contract Date:

STANDARD INSURANCE COMPANY
_______________________________

457 PLAN ENDORSEMENT
(NON-GOVERNMENTAL)
_______________________________

This 457 Plan Endorsement is attached to and forms a part of the Contract. The
Endorsement is intended to integrate the provisions of the Contract, Contract
Application, Schedules, and Riders with the requirements for your Plan, in
compliance with Code Section 457. All terms defined in the Contract have the
same meaning where used in this Endorsement.

In consideration of the issuance of the Contract in conjunction with your
Retirement Plan and in compliance with Code Section 457, it is agreed as
follows:

1. ARTICLE II, Section A, "Specific Definitions", Subsection 22, is amended to
read:

Plan - The plan or arrangement named in the Contract Specifications. The
Contractowner represents that it is a tax exempt organization described in
Code Section 457(e)(1)(B) and that the Plan meets the requirements of Code
Section 457.

2. ARTICLE IV, Section F, "General", Subsection 5 is added to read:

Distributions shall be made in a manner that satisfies Code Section 457(d),
which imposes requirements similar to Code section 401(a)(9), including the
minimum incidental death benefit requirements.

3. ARTICLE IX, Section H, "Incidents of Ownership", is added to read:

Any provisions of this Contract to the contrary notwithstanding, neither
this Contract nor the Plan shall in any manner or respect create a trust
for the benefit of any person. Such rights and property, all amounts of
compensation determined under the Plan, all property and rights purchased
with such amounts, and all income attributable to such amounts, property,
or rights, shall remain solely the property and rights of the Employer,
without being restricted to the provision of benefits under the Plan, and
subject only to the claims of the Employer's general creditors, until and
only to the extent made available to Participants and/or Participants'
Beneficiaries pursuant to the terms of the Plan.

<PAGE>

Exhibit 99.6(a)

AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
STANDARD INSURANCE COMPANY

ARTICLE I

The name of the Corporation is Standard Insurance Company.

ARTICLE II

(1) The purpose of the Corporation is to engage in the business of insurance,
including the making, writing and selling of any and all types and kinds of
insurance and reinsurance (including annuities) covering human life or
human health or otherwise having life contingencies to the extent permitted
and authorized under the insurance laws of Oregon.
(2) To accomplish its purpose, the Corporation shall have all of the rights,
powers and privileges granted to and possessed by: (a) insurance companies
authorized to make, write and sell insurance and reinsurance (including
annuities), covering human life or human health, or otherwise having life
contingencies to the extent permitted under the laws of Oregon; (b)
corporations generally under the laws of Oregon to the extent that they do
not conflict with any limitations, restrictions or prohibitions of the
insurance laws of Oregon; and (c) insurance companies authorized to make,
write and sell insurance and reinsurance (including annuities) covering
human life, human health or otherwise having life contingencies and
corporations generally under the laws of other States and Territories of
the United States and of foreign countries in which it engages in the
business of insurance or otherwise is doing business to the extent that
such laws are applicable and do not conflict with the insurance and
corporate laws of Oregon, or the corporate laws of said other States,
Territories or counties do not conflict with the insurance laws therein.

ARTICLE III

The Corporation is authorized to issue 1,000 shares of Common Stock.
<PAGE>

ARTICLE IV

No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of the amendment.

ARTICLE V

The Corporation may indemnify to the fullest extent permitted by law any
person who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
(including an action, suit or proceeding by or in the right of the corporation)
by reason of the fact that the person is or was a director, officer or employee
of the corporation or a fiduciary within the meaning of the Employee Retirement
Income Security Act of 1974 with respect to any employee benefit plan of the
corporation, or serves or served at the request of the corporation as a
director, officer or employee, or as a fiduciary of an employee benefit plan, of
another corporation, partnership, joint venture, trust or other enterprise.
This Article shall not be deemed exclusive of any other provisions for
indemnification of directors, officers and fiduciaries that may be included in
any statute, bylaw, agreement, resolution of shareholders or directors or
otherwise, both as to action in any official capacity and action in another
capacity while holding office.

Executed: ___________, 1999

_____________________________________
Ronald E. Timpe
President and Chief Executive Officer
<PAGE>

September 10, 1999

I, J. Greg Ness, vice president and corporate secretary, do hereby certify that
this is a true and correct copy of the Restated Articles of Incorporation of
Standard Insurance Company adopted at the September 28, 1998 meeting of the
Board of Directors.

/s/ J. Greg Ness
--------------------------------------
Vice President and Corporate Secretary

<PAGE>

Exhibit 99.6(b)

RESTATED BYLAWS
OF
STANDARD INSURANCE COMPANY

ARTICLE 1

SHAREHOLDERS MEETINGS

1.1 Annual Meeting. The annual meeting of the shareholders shall be held
--------------
on such date and time as fixed by the Board of Directors and stated in the
notice of the meeting.

1.2 Special Meetings. Special meetings of the shareholders, for any
----------------
purposes, unless otherwise prescribed by statute, may be called by the Chairman,
President or the Board of Directors.

1.3 Place of Meetings. Meetings of the shareholders shall be held at any
-----------------
place in or out of Oregon designated by the Board of Directors.

ARTICLE 2

BOARD OF DIRECTORS

2.1 Duties of Board of Directors. All corporate powers of the Corporation
----------------------------
shall be exercised by or under the authority of its Board of Directors; the
business and affairs of the Corporation shall be managed under the direction of
its Board of Directors.

2.2 Number, Term and Qualifications. The number of directors of the
-------------------------------
Corporation shall be not less than 9 and no more than 21. Within this range, the
number of directors shall be determined from time to time by the Board of
Directors. The term of a director shall expire at the next annual meeting of
shareholders after his or her election. No reduction in the number of directors
shall shorten the term of any incumbent director. Directors shall be not less
than 21 years of age. Not fewer than 5 directors or one-third of the directors,
whichever is fewer, shall be residents of Oregon. A majority of directors shall
be persons who are not salaried officers of the Corporation.

2.3 Regular Meetings. A regular meeting of the Board of Directors shall be
----------------
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders.

2.4 Special Meetings. Special meetings of the Board of Directors may be
----------------
called by or at the request of the Chairman, the Chief Executive Officer, the
President or any three
<PAGE>

directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place in or out of Oregon as the place for
holding any special meeting of the Board of Directors called by them.

2.5 Notice. Notice of the date, time and place of any special meeting of
------
the Board of Directors shall be given at least 24 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype, other form of
wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Articles of Incorporation.

ARTICLE 3

COMMITTEES OF THE BOARD

3.1 Committees. The Board of Directors may create one or more committees
----------
and appoint members of the Board of Directors to serve on them. Each committee
shall have two or more members. The creation of a committee and appointment of
members to it must be approved by a majority of all directors in office when the
action is taken. Subject to any limitation imposed by the Board of Directors or
by law, each committee may exercise all the authority of the Board of Directors
in the management of the Corporation. A committee may not take any action that
a committee is prohibited from taking by the Oregon Business Corporation Act.

3.2 Changes of Size and Function. Subject to the provisions of law, the
----------------------------
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.

3.3 Conduct of Meetings. Each committee shall conduct its meetings in
-------------------
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.

3.4 Compensation. By resolution of the Board of Directors, committee
------------
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.
<PAGE>

ARTICLE 4

OFFICERS

4.1 Appointment. The Board of Directors at its first meeting following its
-----------
election each year shall appoint a President and a Secretary. The Board of
Directors may appoint any other executive officers, including a Chairman, and
the President may appoint any other junior or assistant officers. Any two or
more offices may be held by the same person.

4.2 Compensation. The Corporation may pay its officers reasonable
------------
compensation for their services as fixed from time to time by the Board of
Directors or by the President with respect to officers appointed by the
President.

4.3 Term. The term of office of all officers commences upon their
----
appointment and continues until their successors are appointed or until their
resignation or removal.

4.4 Removal. Any officer appointed by the Board of Directors or the
-------
President may be removed by the Board of Directors at any time with or without
cause. Any officer appointed by the President may be removed by the President
at any time with or without cause.

4.5 President. Unless otherwise determined by the Board of Directors, the
---------
President shall be the chief executive officer of the Corporation and, subject
to the control of the Board of Directors, shall be responsible for the general
operation of the Corporation. The President shall have any other duties and
responsibilities prescribed by the Board of Directors. Unless otherwise
determined by the Board of Directors, the President shall have authority to vote
any shares of stock owned by the Corporation and to delegate this authority to
any other officer.

4.6 Vice Presidents. Each Vice President shall perform duties and
---------------
responsibilities prescribed by the Board of Directors or the President. The
Board of Directors or the President may confer a special title upon a Vice
President.

4.7 Secretary. The Secretary shall record and keep the minutes of all
---------
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
President.

ARTICLE 5

INDEMNIFICATION

The Corporation shall indemnify to the fullest extent not prohibited
by law, any current or former director or officer of the Corporation who is
made, or threatened to be
<PAGE>

made, a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative or other (including an action, suit or proceeding
by or in the right of the Corporation) by reason of the fact that such person is
or was a director or officer of the Corporation or a fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974 with respect to
any employee benefit plan of the Corporation, or serves or served at the request
of the Corporation as a director, officer, employee or agent, or as a fiduciary
of an employee benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise. The Corporation shall pay for or reimburse the
reasonable expenses incurred by any such current or former director or officer
in any such proceeding in advance of the final disposition of the proceeding if
the person sets forth in writing (i) the person's good faith belief that the
person is entitled to indemnification under this Article and (ii) the person's
agreement to repay all advances if it is ultimately determined that the person
is not entitled to indemnification under this Article. No amendment to these
Bylaws that limits the Corporation's obligation to indemnify any person shall
have any effect on such obligation for any act or omission that occurs prior to
the later to occur of the effective date of the amendment or the date notice of
the amendment is given to the person. This Article shall not be deemed exclusive
of any other provisions for indemnification or advancement of expenses of
directors, officers, employees, agents and fiduciaries that may be included in
the Articles of Incorporation or any statute, bylaw, agreement, general or
specific action of the Board of Directors, vote of shareholders or other
document or arrangement.

ARTICLE 6

CONTRACTS

All contracts for insurance and annuities and all permits and other
instruments strictly subsidiary to such contracts, and all endorsements and
impression stamps upon such contracts shall be signed by the Chief Executive
Officer, President or one of the Vice Presidents, or signed with the facsimile
signature of the Chief Executive Officer, President or one of the Vice
Presidents engraved, lithographed or impressed thereon. All contracts
pertaining to the selling of insurance, including commission contracts with
agents, brokers and employees, shall be signed by the Chief Executive Officer,
President or one of the Vice Presidents, or signed with the facsimile signature
of the Chief Executive Officer, President or one of the Vice Presidents
engraved, lithographed or impressed thereon, and attested by the actual
signature of the Secretary, an Assistant Secretary or an Agency Secretary. All
contracts, documents and instruments for which no provisions are made in these
Bylaws shall be signed by any officer, except that the Board of Directors may at
any time authorize and designate other officers to execute any particular
contract, document or instrument, or type of contract, document or instrument.
The corporate seal of the Corporation need not be used in the execution of any
said contract, document or instrument unless required by law, by the Articles of
Incorporation or by the Bylaws of the Corporation, or by direction of the Board
of Directors.
<PAGE>

ARTICLE 7

TRANSFERS AND CONVEYANCES

7.1 Notes, Bonds, Stocks and Other Securities. The President and Vice
-----------------------------------------
Presidents, if any, of the Corporation are hereby authorized and empowered to
assign or transfer, either in person or by attorney, all notes, bonds, stocks or
other securities standing in or registered in the name of the Corporation, and
for that purpose to execute transfers or special powers therefore under the
corporate seal of the Corporation attested by the Secretary or other officer;
provided, however, that with respect to any such securities held by an agent or
custodian for the Corporation pursuant to the terms of a written agreement, the
Board of Directors may, from time to time, authorize any officer of the
Corporation to instruct such agent or custodian to sell for the Corporation's
account securities so held, with the proceeds to be deposited in the
Corporation's account, and the agent or custodian may rely absolutely on
instructions from the officer so authorized by the Board of Directors.

7.2 Real Estate. All transfers and conveyances of real estate, assignments
-----------
of mortgages, extensions of mortgages, release of mortgages, powers of attorney
to satisfy mortgage of record, leases and assignments of leases and generally
all instruments touching or affecting the title to real estate held or owned by
the Corporation, shall be made under the corporate seal of the Corporation and
signed by the President or a Vice President, and attested by the Secretary or
any other officer, except that the Board of Directors may at any time authorize
and designate other officers to execute documents referred to in this section;
and authority to execute all transfers, conveyances, assignments, extensions,
releases and instruments touching or affecting the title to real estate, as
aforesaid, is hereby conferred upon such officers as fully, amply and entirely
with the same force and effect as if a special Resolution of the Board of
Directors were adopted in each case.

ARTICLE 8

ISSUANCE OF SHARES

8.1 Adequacy of Consideration. The authorization by the Board of Directors
-------------------------
of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.

8.2 Certificates for Shares. Certificates representing shares of the
-----------------------
Corporation shall be signed, either manually or in facsimile, by two officers of
the Corporation, at least one of whom shall be the President or a Vice
President.
<PAGE>

ARTICLE 9

ADDITIONAL PROVISIONS

9.1 Corporate Seal. The seal of the Corporation shall be an escutcheon
--------------
identical to that of the State of Oregon, with the following legend surrounding
it: "Standard Insurance Company, Corporate Seal."

9.2 Amendments. These Bylaws may be amended or repealed and new Bylaws may
----------
be adopted by the Board of Directors or the shareholders of the Corporation.

Adopted: _____________, 1999
<PAGE>

September 10, 1999

I, J. Greg Ness, vice president and corporate secretary, do hereby certify that
this is a true and correct copy of the Restated Bylaws of Standard Insurance
Company adopted at the September 28, 1998 meeting of the Board of Directors.

/s/ J.Greg Ness
--------------------------------------
Vice President and Corporate Secretary

<PAGE>

Exhibit 99.15

Power of Attorney

Each person whose signature appears below hereby authorizes and appoints
Ronald E. Timpe, Eric E. Parsons and J. Gregory Ness, or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any of the following documents relating to registrations under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the variable annuity contracts to be issued through the Separate Account C:
registration statements on any form or forms under the Securities Act of 1933
and the Investment Company Act of 1940, and any and all amendments and
supplements thereto, with all exhibits and all instruments necessary or
appropriate in connection therewith, as fully as such person could do in person,
hereby verifying and confirming all that such attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.