AG SEPARATE ACCOUNT A
N-4/A, EX-99.4, 2000-06-29
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<PAGE>   1
                                                                       EXHIBIT 4

                     [AMERICAN GENERAL ANNUITY LETTERHEAD]

AMERICAN GENERAL ANNUITY INSURANCE COMPANY ("Company"), in consideration of the
payment of the initial Purchase Payment, issued this Contract, subject to its
terms.

RIGHT TO EXAMINE CONTRACT: Within 10 days of the date of receipt of this
Contract by the Owner, it may be returned by delivering or mailing it to the
Company at its Annuity Service Center or to the agent through whom it was
purchased. When this Contract is received by the Company, it will be voided as
if it had never been in force. The Company will refund the Contract Value
computed at the end of the Valuation Period during which this Contract is
received by the Company at its Annuity Service Center.

           THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY.
                          READ YOUR CONTRACT CAREFULLY.

             /s/ CYNTHIA A. TOLES                    /s/ JOHN A. GRAF
                 SECRETARY                               PRESIDENT

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT
                         WITH FLEXIBLE PURCHASE PAYMENTS
                         DEATH BENEFIT PRIOR TO MATURITY
                           MONTHLY INCOME AT MATURITY
                                Nonparticipating

ANNUITY PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS
CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE "ANNUITY PROVISIONS" ON
PAGE 19.


                                       1
<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----

<S>                                                                                                                  <C>
CONTRACT SCHEDULE.......................................................................................................4

DEFINITIONS.............................................................................................................9

PURCHASE PAYMENT PROVISIONS............................................................................................11
         ALLOCATION OF PURCHASE PAYMENTS...............................................................................11
         PURCHASE PAYMENTS.............................................................................................11
         SUBSEQUENT PURCHASE PAYMENTS..................................................................................11

GENERAL ACCOUNT PROVISIONS.............................................................................................11
         GENERAL ACCOUNT VALUE.........................................................................................11
         INTEREST TO BE CREDITED.......................................................................................11

SEPARATE ACCOUNT PROVISIONS............................................................................................12
         THE SEPARATE ACCOUNT..........................................................................................12
         VALUATION OF ASSETS...........................................................................................12
         ACCUMULATION UNITS............................................................................................12
         ACCUMULATION UNIT VALUE.......................................................................................12
         NET INVESTMENT FACTOR:........................................................................................12
         MORTALITY AND EXPENSE RISK CHARGE.............................................................................13
         ADMINISTRATIVE CHARGE.........................................................................................13
         MORTALITY AND EXPENSE GUARANTEE...............................................................................13

CONTRACT MAINTENANCE CHARGE............................................................................................13
         DEDUCTION FOR CONTRACT MAINTENANCE CHARGE.....................................................................13

TRANSFERS WITHIN THE CONTRACT..........................................................................................14
         TRANSFERS PRIOR TO THE ANNUITY DATE...........................................................................14
         TRANSFERS DURING THE ANNUITY PERIOD...........................................................................14

WITHDRAWAL PROVISIONS..................................................................................................15
         WITHDRAWALS...................................................................................................15
         CONTINGENT DEFERRED SALES CHARGE..............................................................................15

PROCEEDS PAYABLE ON DEATH..............................................................................................16
         DEATH OF OWNER DURING THE ACCUMULATION PERIOD.................................................................16
         DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD...........................................................16
         DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD..........................................................16
         DEATH OF OWNER DURING THE ANNUITY PERIOD......................................................................17
         DEATH OF ANNUITANT............................................................................................17
         PAYMENT OF DEATH BENEFIT......................................................................................17
         BENEFICIARY...................................................................................................17
         CHANGE OF BENEFICIARY.........................................................................................17

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION...........................................................................18

</TABLE>


                                       2
<PAGE>   3

<TABLE>
<S>                                                                                                                    <C>
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS............................................................................18
         ANNUITANT.....................................................................................................18
         OWNER.........................................................................................................18
         JOINT OWNER...................................................................................................18
         ASSIGNMENT OF THE CONTRACT....................................................................................18

ANNUITY PROVISIONS.....................................................................................................19
         GENERAL.......................................................................................................19
         ANNUITY DATE..................................................................................................19
         SELECTION OF AN ANNUITY OPTION................................................................................19
         FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS......................................................................19
         ANNUITY OPTIONS...............................................................................................19
                  OPTION A. LIFE ANNUITY...............................................................................19
                  OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN..........................................................19
                  OPTION C. JOINT AND SURVIVOR ANNUITY.................................................................19
         ANNUITY.......................................................................................................20
         FIXED ANNUITY.................................................................................................20
         VARIABLE ANNUITY..............................................................................................20
         ANNUITY UNIT..................................................................................................21
         MORTALITY TABLES..............................................................................................21

GENERAL PROVISIONS.....................................................................................................21
         THE CONTRACT..................................................................................................21
         MINIMUM CONTRACT VALUE........................................................................................21
         MISSTATEMENT OF AGE OR SEX....................................................................................21
         INCONTESTABILITY..............................................................................................21
         MODIFICATION..................................................................................................21
         NON-PARTICIPATING.............................................................................................22
         EVIDENCE OF SURVIVAL..........................................................................................22
         PROOF OF AGE..................................................................................................22
         PROTECTION OF PROCEEDS........................................................................................22
         REPORTS.......................................................................................................22
         TAXES.........................................................................................................22
         REGULATORY REQUIREMENTS.......................................................................................23

ANNUITY TABLES.........................................................................................................24
</TABLE>



                                       3
<PAGE>   4

                                CONTRACT SCHEDULE

<TABLE>
<S>                                   <C>                                 <C>                      <C>
OWNER:                                [John Smith]                        AGE AND SEX:             [35 male]

ANNUITANT:                            [John Smith]                        AGE AND SEX:             [35 male]

CONTRACT NUMBER:                      [12345]                             ISSUE DATE:              [January  10, 1999]

ANNUITY DATE:                         [September  1, 2029]
</TABLE>

<TABLE>

PURCHASE PAYMENTS:
<S>                                                                          <C>
       MINIMUM INITIAL PURCHASE PAYMENT:                                     [$5,000 for Non-Qualified Contracts;
                                                                             $2,000 for Qualified Contracts]

       MINIMUM SUBSEQUENT PURCHASE PAYMENTS:                                 [For Non-Qualified Contracts: $1,000,
                                                                             or if the automatic premium check
                                                                             option is elected: $100; for
                                                                             Qualified Contracts: $250, or if the
                                                                             automatic premium check option is
                                                                             elected: $100]

       MAXIMUM TOTAL PURCHASE PAYMENTS:                                      [$1,000,000 without Company approval]
</TABLE>

ALLOCATION RULES:

<TABLE>
<S>      <C>
1.       The maximum number of Sub-Accounts that can be selected by an Owner is
         [20].

2.       Allocations must be in whole percentages with a minimum allocation of
         [10%] of each Purchase Payment or transfer, unless the Purchase Payment
         is being made pursuant to an approved Asset Allocation program.
</TABLE>

BENEFICIARY:

As designated by the Owner at the Issue Date, unless subsequently changed.

CONTRACT MAINTENANCE CHARGE:

The Contract Maintenance Charge is [$30] each Contract Year, unless reduced as
specified in the Contract. However, during the Accumulation Period or at
annuitization if a Fixed Annuity is selected or during the Annuity Period if a
Variable Annuity is selected, if the Contract Value on the Contract Anniversary
is at least [$25,000], then no Contract Maintenance Charge is deducted. During
the Accumulation Period, if a total withdrawal is made on other than a Contract
Anniversary and the Contract Value for the Valuation Period during which the
total withdrawal is made is less than



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<PAGE>   5

[$25,000], the full Contract Maintenance Charge will be deducted at the time of
the total withdrawal. During the Annuity Period, the Contract Maintenance Charge
will be deducted pro-rata from Annuity Payments regardless of Contract size and
will result in a reduction of each Annuity Payment.

MORTALITY AND EXPENSE RISK CHARGE:

Equal on an annual basis to [0.70%] of the average daily net asset value of the
Separate Account.

ADMINISTRATIVE CHARGE:

Equal on an annual basis to [0.15%] of the average daily net asset value of the
Separate Account.

TRANSFERS WITHIN THE CONTRACT:

         NUMBER OF TRANSFERS: Subject to any restrictions imposed on such
         transfers by the Company, there are currently no restrictions on the
         number of transfers that can be made. However, if the Company does
         limit the number of transfers in the future, Owners are guaranteed the
         right to at least [12] transfers during any Contract Year during the
         Accumulation Period and at least [6] per year during the Annuity
         Period.

         TRANSFER FEE: Currently, none. However, should the Company impose a
         Transfer Fee in the future it will not exceed the lesser of [$25 or 2%]
         of the amount transferred.

         FREE TRANSFERS: Currently there are no restrictions on the number of
         free transfers that can be made. However, if the Company does limit the
         number of transfers in the future, Owners are guaranteed at least [12]
         transfers free of any Transfer Fee during any Contract Year during the
         Accumulation Period and at least [6] per year during the Annuity
         Period.

         MINIMUM AMOUNT TO BE TRANSFERRED: [$250] (from (i) one or multiple
         Sub-Accounts or (ii) the General Account), or the Owner's entire
         interest in the Sub-Account or the General Account, if less.

         MINIMUM AMOUNT WHICH MUST REMAIN IN A SUB-ACCOUNT AFTER A TRANSFER:
         [$500] per Sub-Account; or $0 if the entire amount in the Sub-Account
         is transferred.

         MINIMUM AMOUNT WHICH MUST REMAIN IN THE GENERAL ACCOUNT AFTER A
         TRANSFER: [$500]; or $0 if the entire amount in the General Account is
         transferred.

         MAXIMUM AMOUNT WHICH CAN BE TRANSFERRED FROM THE GENERAL ACCOUNT TO THE
         SEPARATE ACCOUNT DURING THE ACCUMULATION PERIOD: Each Contract Year 20%
         of the Owner's Contract Value in the General Account as of the last
         Contract Anniversary, except pursuant to a Dollar Cost Averaging
         program. If the Sweep Account Option has been elected, any funds
         transferred pursuant to that program will not be included in this
         limitation.

WITHDRAWALS:

If all or a portion of the Contract Value is withdrawn, a Contingent Deferred
Sales Charge will be calculated at the time of each withdrawal and will be
deducted from the Contract Value. The Contingent Deferred Sales Charge is based
upon the length of time from when each Purchase Payment was received and is
deemed to be first-in, first-out in accordance with the following:


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<PAGE>   6

         CONTINGENT DEFERRED SALES CHARGE:
<TABLE>
<CAPTION>
       Length of Time From                                         Charge (as a % of
         Purchase Payment                                          Purchase Payments
         (Number of Years)                                             Withdrawn)
       --------------------                                        -----------------
<S>                                                                <C>
                1                                                         7%
                2                                                         7%
                3                                                         5%
                4                                                         5%
                5                                                         4%
                6                                                         2%
                7 or more                                                 0%
</TABLE>

         FREE WITHDRAWAL:

         1.       After the first Contract Anniversary, a withdrawal of up to
                  10% of the Contract Value, determined as of the immediately
                  preceding Contract Anniversary, may be withdrawn once each
                  Contract Year on a non-cumulative basis without the imposition
                  of the Contingent Deferred Sales Charge.

         2.       A Systematic Withdrawal Option may be selected in lieu of the
                  10% Free Withdrawal Option. If the Systematic Withdrawal
                  Option is selected the total permitted systematic withdrawal
                  in a Contract Year without the imposition of the Contingent
                  Deferred Sales Charge is limited to 10% of the Contract Value
                  determined as of the immediately preceding Contract
                  Anniversary or, during the first Contract Year, the Issue
                  Date. The Systematic Withdrawal Option can be exercised at any
                  time, including the first Contract Year.

         MINIMUM PARTIAL WITHDRAWAL: [$100], or if less, the entire Contract
         Value

         MINIMUM CONTRACT VALUE:  [$500]


                                       6
<PAGE>   7

INVESTMENT OPTIONS:
<TABLE>
<S>                                                               <C>
   PORTFOLIOS:                                                    SUB-ACCOUNTS:

      [MFS Emerging Growth Series Portfolio]                      [MFS Emerging Growth Series Sub-Account]
      [AIM V.I. Capital Appreciation Portfolio]                   [AIM V.I. Capital Appreciation Sub-Account]
      [Oppenheimer Small Cap Growth Portfolio]                    [Oppenheimer Small Cap Growth Sub-Account]
      [Van Kampen Enterprise Portfolio]                           [Van Kampen Enterprise  Sub-Account]
      [Van Kampen Emerging Growth Portfolio                       [Van Kampen Emerging Growth Sub-Account]
       (AGA Series Trust)]
      [AIM V.I. Value Portfolio]                                  [AIM V.I. Value Sub-Account]
      [Federated American Leaders Fund II                         [Federated American Leaders Fund II Sub-Account]
       Portfolio]
      [Oppenheimer Growth and Income                              [Oppenheimer Growth and Income Sub-Account]
       Portfolio]
      [OpCap Elite Value Portfolio (AGA Series Trust)]            [OpCap Elite Value Sub-Account]
      [AIM V.I. International Equity Portfolio]                   [AIM V.I. International Equity Sub-Account]
      [Templeton International Fund - Class 2                     [Templeton International Fund - Class 2 Sub-Account]
       Portfolio]
      [Templeton Developing Markets Fund - Class 2                [Templeton Developing Markets Fund - Class 2
       Portfolio]                                                  Sub-Account]
      [Oppenheimer High Income Portfolio]                         [Oppenheimer High Income Sub-Account]
      [Oppenheimer Strategic Bond Portfolio]                      [Oppenheimer Strategic Bond Sub-Account]
      [Federated Fund for US Government                           [Federated Fund for US Government Securities
       Securities II Portfolio]                                    II Sub-Account]
      [Van Kampen Strategic Stock Portfolio]                      [Van Kampen Strategic Stock Sub-Account]
      [MFS Research Series Portfolio]                             [MFS Research Series Sub-Account]
      [MFS Utilities Series Portfolio]                            [MFS Utilities Series Sub-Account]
      [State Street Global Advisors Money                         [State Street Global Advisors Money Market
       Market Portfolio (AGA Series Trust)]                        Sub-Account]
      [AIM V.I. Diversified Income Portfolio]                     [AIM V.I. Diversified Income Sub-Account]
      [Salomon Brothers U.S. Government                           [Salomon Brothers U.S. Government Securities
       Securities Portfolio]                                       Portfolio]
      [Credit Suisse Growth and Income                            [Credit Suisse Growth and Income Sub-Account]
       Portfolio]
      [Credit Suisse International Equity                         [Credit Suisse International Equity Sub-Account]
       Portfolio]
      [Oppenheimer Growth Portfolio]                              [Oppenheimer Growth Sub-Account]
      [State Street Global Advisors Growth                        [State Street Global Advisors Growth Equity
       Equity Portfolio]                                           Portfolio]
      [Fixed Account - 1-Year Guarantee Period
           12-Mo. Dollar Cost Avg (DCA)
            6-Mo. Dollar Cost Avg (DCA)]
</TABLE>

SEPARATE ACCOUNT:  [AGA Separate Account A]


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MINIMUM GUARANTEED INTEREST RATE FOR THE GENERAL ACCOUNT:

3% per year

RIDERS:  [IRA Endorsement]
         [Roth IRA Endorsement]
         [TSA/403(b) Endorsement]

ANNUITY SERVICE CENTER:

<TABLE>
<S>                                                 <C>
[American General Annuity Insurance                 American General Annuity Insurance
Company                                   or        Company
Annuity Service Center                              Annuity Service Center
P.O. Box 871                                        205 East 10th Avenue
Amarillo, Texas 79105                               Amarillo, Texas  79101]
(800) 424-4990
</TABLE>


                                       8
<PAGE>   9

                                   DEFINITIONS

ACCUMULATION PERIOD: The period during which Purchase Payments may be made prior
to the Annuity Date.

ACCUMULATION UNIT: A unit of measure used to determine the value of the Owner's
interest in a Sub-Account of the Separate Account during the Accumulation
Period.

ADJUSTED CONTRACT VALUE: The Contract Value less any applicable premium tax and
Contract Maintenance Charge. This amount is applied to the applicable Annuity
Tables to determine Annuity Payments.

AGE: The age of any Owner or Annuitant on his/her last birthday.

ANNUITANT: The natural person on whose life Annuity Payments are based. On or
after the Annuity Date, the Annuitant shall also include any Joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin. The Annuity Date is
shown on the Contract Schedule.

ANNUITY OPTIONS: Options available for Annuity Payments.

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

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

ANNUITY SERVICE CENTER: The office indicated on the Contract Schedule of this
Contract to which notices, requests and Purchase Payments must be sent. All sums
payable by the Company under this Contract are payable only at the Annuity
Service Center.

ANNUITY UNIT: A unit of measure used to calculate Variable Annuity Payments
during the Annuity Period.

BENEFICIARY: The person(s) or entity(ies) who will receive the death benefit.

COMPANY: American General Annuity Insurance Company.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date.

CONTRACT VALUE: The sum of the Owner's interest in the General Account and the
Sub-Accounts of the Separate Account during the Accumulation Period.

CONTRACT YEAR: The first Contract Year is the annual period which begins on the
Issue Date. Subsequent Contract Years begin on each anniversary of the Issue
Date.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.


                                       9
<PAGE>   10

GENERAL ACCOUNT: The Company's general investment account which contains all the
assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

INVESTMENT OPTION: An investment entity shown on the Contract Schedule.

ISSUE DATE: The date on which the Contract became effective. The Issue Date is
shown on the Contract Schedule.

OWNER: The person or entity entitled to the ownership rights stated in this
Contract, including any Owner's spouse designated as a Joint Owner.

PORTFOLIO: A segment of an Investment Option which constitutes a separate and
distinct class of shares. Portfolios which are available for investment by the
Sub-Accounts under this Contract are shown on the Contract Schedule.

PURCHASE PAYMENT: A payment made by or on behalf of an Owner with respect to
this Contract.

SEPARATE ACCOUNT: The Company's Separate Account designated on the Contract
Schedule.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts which are
listed on the Contract Schedule. Assets of each Sub-Account will be invested in
shares of an Investment Option or a Portfolio of an Investment Option.

VALUATION DATE: Each day on which the Company and the New York Stock Exchange
("NYSE") are open for business.

VALUATION PERIOD: The period of time beginning at the close of business of the
NYSE on each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the Separate
Account.

WRITTEN REQUEST: A request in writing, in a form satisfactory to the Company,
which is received by the Annuity Service Center. If the Contract is owned by
Joint Owners, the signatures of both Joint Owners will be required on any
Written Request.


                                       10

<PAGE>   11

                           PURCHASE PAYMENT PROVISIONS

ALLOCATION OF PURCHASE PAYMENTS: Purchase Payments are allocated to the General
Account and/or the Sub-Accounts of the Separate Account in accordance with the
selections made by the Owner. The allocation of the initial Purchase Payment is
made in accordance with the selection made by the Owner at the Issue Date and
subject to the Allocation Rules set forth on the Contract Schedule. Unless
otherwise changed by the Owner, subsequent Purchase Payments are allocated in
the same manner as the initial Purchase Payment. Allocation of the Purchase
Payments is subject to the terms and conditions imposed by the Company. The
Company has reserved the right to allocate the Purchase Payments to the Money
Market Sub-Account until the expiration of the Right to Examine Contract period.

PURCHASE PAYMENTS: The initial Purchase Payment is due on the Issue Date. The
minimum and maximum subsequent Purchase Payments are shown on the Contract
Schedule. The Company reserves the right to reject any forms required to issue
the Contract or to reject any Purchase Payment.

SUBSEQUENT PURCHASE PAYMENTS: Subject to the minimum and maximum shown on the
Contract Schedule, the Owner may make subsequent Purchase Payments and may
increase or decrease or change the frequency of such payments.

                           GENERAL ACCOUNT PROVISIONS

GENERAL ACCOUNT VALUE: The General Account value of the Contract at any time is
equal to:

         1.       the Purchase Payments allocated to the General Account; plus

         2.       the Contract Value transferred to the General Account; plus

         3.       interest credited to the Contract Value in the General
                  Account; less

         4.       any prior partial withdrawals and any Contingent Deferred
                  Sales Charge deducted from the General Account; less

         5.       any Contract Value transferred from the General Account; less

         6.       any applicable premium taxes, Contract Maintenance Charge or
                  Transfer Fees deducted from the General Account.

INTEREST TO BE CREDITED: The Company guarantees that the interest rate credited
to the General Account will not be less than the Minimum Guaranteed Interest
Rate for the General Account shown on the Contract Schedule. The Company may
credit additional interest at its sole discretion.


                                       11
<PAGE>   12

                           SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT: The Separate Account is designated on the Contract
Schedule and consists of assets set aside by the Company, which are kept
separate from the general assets and all other separate account assets of the
Company. The assets of the Separate Account equal to reserves and other
liabilities will not be charged with liabilities arising out of any other
business the Company may conduct.

The Separate Account assets are divided into Sub-Accounts. The Sub-Accounts
which are available under this Contract are listed on the Contract Schedule. The
assets of the Sub-Accounts are allocated to the Investment Option(s) and the
Portfolio(s), if any, within an Investment Option, shown on the Contract
Schedule. The Company may, from time to time, add additional Investment Options
or Portfolios and the related Sub-Accounts to those shown on the Contract
Schedule. The Owner may be permitted to transfer Contract Values or allocate
Purchase Payments to the additional Sub-Accounts. However, the right to make
such transfers or allocations will be limited by the terms and conditions
imposed by the Company.

Should the shares of any such Investment Option(s) or any Portfolio(s) within an
Investment Option become unavailable for investment by the Separate Account, or
the Company's Board of Directors deems further investment in these shares
inappropriate, the Company may limit further purchase of such shares or may
substitute shares of another Investment Option or Portfolio for shares already
purchased under this Contract.

VALUATION OF ASSETS: The assets of the Separate Account are valued at their fair
market value in accordance with the procedures of the Company.

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

ACCUMULATION UNIT VALUE: The Accumulation Unit Value for each Sub-Account was
set initially at $10. Subsequent Accumulation Unit Values for each Sub-Account
are determined by multiplying the Accumulation Unit Value for the immediately
preceding Valuation Period by the Net Investment Factor for the Sub-Account for
the current period.

NET INVESTMENT FACTOR: The Net Investment Factor for each Sub-Account is
determined by dividing A by B and subtracting C where:

         A is     (i) the net asset value per share of the Investment Options or
                  Portfolios of an Investment Option held by the Sub-Account for
                  the current Valuation Period; plus

                  (ii) any dividend per share declared on behalf of such
                  Investment Option or Portfolio that has an ex-dividend date
                  within the current Valuation Period; less


                                       12
<PAGE>   13

                  (iii) the cumulative per share charge or credit for taxes
                  reserved which is determined by the Company to have resulted
                  from the operation or maintenance of the Sub-Account.

         B is     the net asset value per share of the Investment Option or
                  Portfolio of an Investment Option held by the Sub-Account for
                  the immediately preceding Valuation Period; plus or minus the
                  cumulative per share charge or credit for taxes reserved for
                  the immediately preceding Valuation Date.

         C is     the factor representing the cumulative per share charges
                  for the Mortality and Expense Risk Charge and for the
                  Administrative Charge, which are shown on the Contract
                  Schedule.

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

MORTALITY AND EXPENSE RISK CHARGE: Each Valuation Period, the Company will
deduct a Mortality and Expense Risk Charge from the Separate Account which is
equal, on an annual basis, to the amount shown on the Contract Schedule. The
Mortality and Expense Risk Charge compensates the Company for assuming the
mortality and expense risks under this Contract.

ADMINISTRATIVE CHARGE: Each Valuation Period, the Company will deduct an
Administrative Charge from the Separate Account which is equal, on an annual
basis, to the amount shown on the Contract Schedule. The Administrative Charge
compensates the Company for the costs associated with the administration of this
Contract and the Separate Account.

MORTALITY AND EXPENSE GUARANTEE: The Company guarantees that the dollar amount
of the Contract Value, Annuity Payments and death benefit after the first
Annuity Payment will not be affected by variations in mortality or expense
experience.

                           CONTRACT MAINTENANCE CHARGE

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE: The Contract Maintenance Charge is
shown on the Contract Schedule. On each Contract Anniversary the Company will
deduct a Contract Maintenance Charge from the Contract Value by subtracting
values from the General Account and/or by cancelling Accumulation Units from
each applicable Sub-Account to reimburse it for expenses relating to maintenance
of this Contract. The Contract Maintenance Charge will be deducted from the
General Account and the Sub-Accounts in the Separate Account in the same
proportion that the amount of Contract Value in the General Account and each
Sub-Account bears to the total Contract Value. However, during the Accumulation
Period, if no Purchase Payment has been received during a Contract Year for the
General Account, that portion of the Contract Maintenance Charge that is
deducted from the General Account will be the lesser of the excess interest over
the minimum guaranteed interest credited to the General Account during the
Contract Year and the otherwise allocated portion of the Contract Maintenance
Charge, not to exceed the Contract Maintenance Charge shown on the Contract
Schedule. During the Accumulation Period the Contract Maintenance Charge will be
deducted from the Contract Value on each Contract Anniversary while this
Contract is in force. If a total withdrawal is made on other than a Contract
Anniversary, the Contract Maintenance Charge will be deducted at the time of
withdrawal. During the Annuity Period, the Contract Maintenance Charge will be
deducted from Annuity Payments and will result in a reduction of each Annuity
Payment.


                                       13
<PAGE>   14

                          TRANSFERS WITHIN THE CONTRACT

TRANSFERS PRIOR TO THE ANNUITY DATE: Subject to any limitations imposed by the
Company on the number of transfers, shown on the Contract Schedule, that can be
made during the Accumulation Period, the Owner may transfer all or part of the
Owner's Contract Value by Written Request. All transfers are subject to the
following:

                  1.       If more than the number of free transfers, shown on
                           the Contract Schedule, have been made in a Contract
                           Year, the Company will deduct a Transfer Fee, shown
                           on the Contract Schedule, for each subsequent
                           transfer permitted. The Transfer Fee will be deducted
                           from the amount which is transferred.

                  2.       The minimum amount which can be transferred from a
                           Sub-Account or the General Account is shown on the
                           Contract Schedule. The minimum amount which must
                           remain in a Sub-Account or the General Account is
                           shown on the Contract Schedule.

                  3.       The maximum amount which can be transferred each
                           Contract Year from the General Account to the
                           Separate Account is shown on the Contract Schedule.

                  4.       Transfers from any Sub-Account to the General Account
                           may not be made for the six-month period following
                           any transfer from the General Account into one or
                           more of the Sub-Accounts.

If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Accumulation Units will be determined as of the end of the Valuation
Period during which the request for transfer is received at the Annuity Service
Center.

TRANSFERS DURING THE ANNUITY PERIOD: During the Annuity Period, the Owner may
make transfers, by Written Request, as follows:

                  1.       The Owner may make transfers of Contract Values
                           between Sub-Accounts, subject to any limitations
                           imposed by the Company on the number of transfers. If
                           more than the number of free transfers, shown on the
                           Contract Schedule, have been made in a Contract Year,
                           the Company will deduct a Transfer Fee, shown on the
                           Contract Schedule, for each subsequent transfer
                           permitted. The Transfer Fee will be deducted from the
                           amount which is transferred.

                  2.       The Owner may, once each Contract Year, make a
                           transfer from one or more Sub-Accounts to the General
                           Account. The Owner may not make a transfer from the
                           General Account to the Separate Account.

                  3.       Transfers between Sub-Accounts will be made by
                           converting the number of Annuity Units being
                           transferred to the number of Annuity Units of the
                           Sub-Account to which the transfer is made, so that
                           the next Annuity Payment if it were made at that time
                           would be the same amount that it would have been


                                       14
<PAGE>   15

                           without the transfer. Thereafter, Annuity Payments
                           will reflect changes in the value of the new Annuity
                           Units.

                           The amount transferred to the General Account from a
                           Sub-Account will be based on the annuity reserves for
                           the Owner in that Sub-Account. Transfers to the
                           General Account will be made by converting the
                           Annuity Units being transferred to purchase fixed
                           Annuity Payments under the Annuity Option in effect
                           and based on the Age of the Annuitant at the time of
                           the transfer.

                  4.       The minimum amount which can be transferred from a
                           Sub-Account or the General Account is shown on the
                           Contract Schedule. The minimum amount which must
                           remain in a Sub-Account or the General Account is
                           shown on the Contract Schedule.

If the Owner elects to use this transfer privilege, the Company will not be
liable for transfers made in accordance with the Owner's instructions. All
amounts and Annuity Unit Values will be determined as of the end of the
Valuation Period during which the request for transfer is received at the
Annuity Service Center.

                              WITHDRAWAL PROVISIONS

WITHDRAWALS: During the Accumulation Period, the Owner may, upon Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.
The Contract Withdrawal Value is:

         1.       the Contract Value as of the end of the Valuation Period
                  during which a Written Request for a withdrawal is received by
                  the Company; less

         2.       any applicable taxes not previously deducted; less

         3.       any applicable Contingent Deferred Sales Charge; less

         4.       the Contract Maintenance Charge, if any.

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account or a reduction in the Owner's General Account Contract
Value in the ratio that the Owner's interest in the Sub-Account and/or General
Account bears to the total Contract Value. The Owner must specify by Written
Request in advance which Sub-Account Units are to be cancelled or values are to
be reduced if other than the above method is desired.

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

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

CONTINGENT DEFERRED SALES CHARGE: Upon a withdrawal of Contract Value a
Contingent Deferred Sales Charge as set forth on the Contract Schedule may be
assessed. The Contingent Deferred Sales Charge may be waived under certain
circumstances as set forth on the Contract Schedule under "Free Withdrawal."


                                       15
<PAGE>   16

                            PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION PERIOD: Upon the death of any Owner
during the Accumulation Period, the death benefit will be paid to the
Beneficiary(ies) designated by the Owner. Upon the death of a Joint Owner, the
surviving Joint Owner, if any, will be treated as the primary Beneficiary. Any
other Beneficiary designation on record at the time of death will be treated as
a contingent Beneficiary.

A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Owner, he or she
may elect to continue the Contract at the then current Contract Value in his or
her own name and exercise all the Owner's rights under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD: For a death occurring prior
to the 80th birthday of the Owner, or the older Joint Owner, the death benefit
during the Accumulation Period will be the greater of:

         1.       the Purchase Payments, less any withdrawals, including any
                  previously deducted Contingent Deferred Sales Charge; or

         2.       the Contract Value determined as of the end of the Valuation
                  Period during which the Company receives at its Annuity
                  Service Center both due proof of death and an election of the
                  payment method.

For a death occurring on or after the 80th birthday of the Owner, or the older
Joint Owner, the death benefit during the Accumulation Period will be the
Contract Value determined as of the end of the Valuation Period during which the
Company receives at its Annuity Service Center both due proof of death and an
election of the payment method.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD: A non-spousal Beneficiary
must elect the death benefit to be paid under one of the following options in
the event of the death of the Owner during the Accumulation Period:

         OPTION 1 - lump sum payment of the death benefit; or

         OPTION 2 - the payment of the entire death benefit within 5 years of
                    the date of the death of the Owner;  or

         OPTION 3 - payment of the death benefit under an Annuity Option over
                    the lifetime of the Beneficiary or over a period not
                    extending beyond the life expectancy of the Beneficiary with
                    distribution beginning within one year of the date of death
                    of the Owner or any Joint Owner.

Any portion of the death benefit not applied under Option 3 within one year of
the date of the Owner's death must be distributed within five years of the date
of death.

A spousal Beneficiary may elect to continue the Contract in his or her own name
at the then current Contract Value, elect a lump sum payment of the death
benefit or apply the death benefit to an Annuity Option.


                                       16
<PAGE>   17

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election. If no election has been
received at the Annuity Service Center within 60 days from the date proof of
death was received, the election will be deemed to be Option 1.

DEATH OF OWNER DURING THE ANNUITY PERIOD: If the Owner, or a Joint Owner, who is
not the Annuitant, dies during the Annuity Period, any remaining payments under
the Annuity Option elected will continue at least as rapidly as under the method
of distribution in effect at such Owner's death. Upon the death of the later
surviving Joint Owner during the Annuity Period, the Beneficiary becomes the
Owner.

DEATH OF ANNUITANT: Upon the death of an Annuitant, who is not the Owner, during
the Accumulation Period, the Owner may designate a new Annuitant, subject to the
Company's underwriting rules then in effect. If no designation is made within 30
days of the death of the Annuitant, the Owner will become the Annuitant. If the
Owner is a non-natural person, the death of the Annuitant will be treated as the
death of the Owner and a new Annuitant may not be designated.

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

PAYMENT OF DEATH BENEFIT: The Company will require due proof of death before any
death benefit is paid. Due proof of death will be:

         1.       a certified death certificate;

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

         3.       any other proof satisfactory to the Company.

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

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

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

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

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

         3.       To the estate of the Owner.

CHANGE OF BENEFICIARY: Subject to the rights of any irrevocable
Beneficiary(ies), the Owner may change the primary Beneficiary(ies) or
contingent Beneficiary(ies). Any change must be made by Written Request. The
change will take effect as of the date the Written Request is signed. The
Company will not be liable for any payment made or action taken before it
records the change.


                                       17
<PAGE>   18

                  SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

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

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

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

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

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

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

The Company further reserves the right to postpone payments from the General
Account for a period not to exceed six months.

                   ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person designated by the Owner at the Issue Date, unless
changed prior to the Annuity Date. The Annuitant may not be changed in a
Contract which is owned by a non-natural person. Any change of Annuitant is
subject to the Company's underwriting rules then in effect.

OWNER: The Owner has all rights and may receive all benefits under this
Contract. The Owner is the person designated as such on the Issue Date, unless
changed.

The Owner may change owners at any time prior to the Annuity Date by Written
Request. A change of Owner will automatically revoke any prior designation of
Owner. The change will become effective as of the date the Written Request is
signed. A new designation of Owner will not apply to any payment made or action
taken by the Company prior to the time it was received. The Company will not be
responsible for the validity or tax consequences of any ownership change.

JOINT OWNER: The Owner may designate his or her spouse as Joint Owner. Upon the
death of either Joint Owner, the surviving Joint Owner will be the primary
Beneficiary. Any other designation of a primary Beneficiary will be treated as a
contingent Beneficiary unless otherwise indicated in a Written Request signed by
both Joint Owners. Where the Contract is owned by Joint Owners, any Written
Request will require the signatures of both Joint Owners.

ASSIGNMENT OF THE CONTRACT: A Written Request specifying the terms of an
assignment of this Contract must be provided to the Annuity Service Center.
Until the Written Request is received, the Company will not be required to take
notice of or be responsible for any transfer of interest in this Contract by
assignment, agreement, or otherwise.


                                       18
<PAGE>   19

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

If this Contract is assigned, the Owner's rights may only be exercised with the
consent of the assignee of record.

                               ANNUITY PROVISIONS

GENERAL: On the Annuity Date, the Adjusted Contract Value will be applied under
the Annuity Option selected by the Owner if annuitization occurs after the
fourth Contract Year and the Annuity Option selected is either life contingent
or for a minimum of five years. Otherwise, the cash surrender value will be
applied. Annuity Payments may be made on a fixed or variable basis or both.

ANNUITY DATE: The Annuity Date is selected by the Owner at the Issue Date. The
Annuity Date is shown on the Contract Schedule. The Annuity Date must be the
first day of a calendar month and must be at least 4 years after the Issue Date.
The Annuity Date may not be later than that required under state law.

Prior to the Annuity Date, the Owner, subject to the above, may change the
Annuity Date by Written Request. Any change must be requested at least fifteen
(15) days prior to the new Annuity Date.

SELECTION OF AN ANNUITY OPTION: An Annuity Option is selected by the Owner on
the forms provided by the Company. If no Annuity Option is selected, Option B
with 120 months guaranteed will automatically be applied. Prior to the Annuity
Date, the Owner can change the Annuity Option selected by Written Request. Any
change must be requested at least fifteen (15) days prior to the Annuity Date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS: Annuity Payments may be paid in
monthly, quarterly, semi-annual or annual installments. The Adjusted Contract
Value is applied to the Annuity Table for the Annuity Options selected. If the
Adjusted Contract Value to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to make a lump sum payment in lieu of
Annuity Payments. If the Annuity Payment would be or becomes less than $200
where only a Fixed Annuity Payment or a Variable Annuity is selected, or if the
Annuity Payment would be or becomes less than $100 on each basis when a
combination of Fixed and Variable Annuities is selected, the Company will reduce
the frequency of payments to an interval which will result in each payment being
at least $200, or $100 on each basis if a combination of Fixed and Variable
Annuities is selected.

ANNUITY OPTIONS: The following Annuity Options or any other Annuity Option
acceptable to the Company may be selected:

         OPTION A. LIFE ANNUITY: Monthly Annuity Payments during the life of the
         Annuitant.

         OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN OF 60, 120, 180 OR 240
         MONTHS: Monthly Annuity Payments during the lifetime of the Annuitant
         and in any event for sixty (60), one hundred twenty (120), one hundred
         eighty (180) or two hundred forty (240) months certain as selected.

         OPTION C. JOINT AND SURVIVOR ANNUITY: Monthly Annuity Payments payable
         during the joint lifetime of the Annuitant and a Joint Annuitant and
         then during the lifetime of the survivor at the percentage (100%, 75%,
         66 2/3% or 50%) selected.


                                       19
<PAGE>   20

Annuity Options A, B, and C are available on a Fixed Annuity basis, a Variable
Annuity basis or a combination of both. Election of a Fixed Annuity or a
Variable Annuity must be made no later than fifteen (15) days prior to the
Annuity Date. If no election is made, the Annuity will be paid to reflect the
allocation of the Contract Value on the Annuity Date between the Separate
Account and the General Account, if any.

ANNUITY: If the Owner selects a Fixed Annuity, the Adjusted Contract Value is
allocated to the General Account and the Annuity is paid as a Fixed Annuity. If
the Owner selects a Variable Annuity, the Adjusted Contract Value will be
allocated to the Sub-Accounts of the Separate Account in accordance with the
selection made by the Owner, and the Annuity will be paid as a Variable Annuity.
The Owner can also select a combination of a Fixed and Variable Annuity and the
Adjusted Contract Value will be allocated accordingly. Unless the Owner
specifies otherwise, the payee of the Annuity Payments shall be the Annuitant
and any Joint Annuitant.

The Adjusted Contract Value will be applied to the applicable Annuity Table
contained in the Contract based upon the Annuity Option selected by the Owner.
The amount of the first payment for each $1,000 of Adjusted Contract Value is
shown in the Annuity Tables. If, as of the Annuity Date, the current Annuity
Option rates applicable to this class of contracts provide an initial Annuity
Payment greater than that guaranteed under the same Annuity Option under this
Contract, the greater payment will be made.

FIXED ANNUITY: The Owner may elect to have the Adjusted Contract Value applied
to provide a Fixed Annuity. The dollar amount of each Fixed Annuity Payment
shall be determined in accordance with Annuity Tables contained in this Contract
which are based on the minimum guaranteed interest rate of 3% per year. After
the initial Fixed Annuity Payment, the payments will not change on the basis of
investment, mortality or expense experience.

VARIABLE ANNUITY: Variable Annuity Payments reflect the investment performance
of the Separate Account in accordance with the allocation of the Adjusted
Contract Value to the Sub-Accounts during the Annuity Period. Variable Annuity
Payments are not guaranteed as to dollar amount.

The dollar amount of the first Variable Annuity Payment is determined in
accordance with the description above. The dollar amount of Variable Annuity
Payments for each applicable Sub-Account after the first Variable Annuity
Payment is determined as follows:

                  1.       The dollar amount of the first Variable Annuity
                           Payment is divided by the value of an Annuity Unit
                           for each applicable Sub-Account as of the Annuity
                           Date. This sets the number of Annuity Units for each
                           monthly payment for the applicable Sub-Account. The
                           number of Annuity Units for each applicable
                           Sub-Account remains fixed during the Annuity Period;

                  2.       The fixed number of Annuity Units per payment in each
                           Sub-Account is multiplied by the Annuity Unit Value
                           for that Sub-Account for the last Valuation Period of
                           the month preceding the month for which the payment
                           is due. This result is the dollar amount of the
                           payment for each applicable Sub-Account.

The total dollar amount of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments reduced by the applicable portion of the
Contract Maintenance Charge.


                                       20
<PAGE>   21

ANNUITY UNIT: The value of any Annuity Unit for each Sub-Account of the Separate
Account was set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:

                  1.       The Net Investment Factor for the current Valuation
                           Period is multiplied by the value of the Annuity Unit
                           for the Sub-Account for the immediately preceding
                           Valuation Period.

                  2.       The result in (1) is then divided by the Assumed
                           Investment Rate Factor which equals 1.00 plus the
                           Assumed Investment Rate for the number of days since
                           the preceding Valuation Date. The Assumed Investment
                           Rate is equal on an annual basis to 3%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

MORTALITY TABLES: The Annuity Tables contained in this Contract utilize an
Assumed Investment Rate of 3% for the determination of the initial Variable
Annuity Payment and a minimum guaranteed rate of 3% per year for the
determination of the monthly Fixed Annuity Payment.

The mortality table used in determining the Annuity Purchase Rates for Options
A, B, and C is the [Annuity 2000 Table].

The dollar amount of an Annuity Payment for any Age or combination of Ages not
shown in the Tables or for any other form of Annuity Option agreed to by the
Company will be provided by the Company upon request.

                               GENERAL PROVISIONS

THE CONTRACT: The entire Contract consists of this Contract, the Application, if
any, and any riders or endorsements attached to this Contract.

This Contract may be changed or altered only by an authorized officer of the
Company. A change or alteration must be made in writing.

MINIMUM CONTRACT VALUE: If the minimum Contract Value falls below the minimum
Contract Value shown on the Contract Schedule, then the Company reserves the
right to surrender the Contract and pay the Contract Value to the Owner.

MISSTATEMENT OF AGE OR SEX: If the Age or sex of any Annuitant has been
misstated, any Annuity benefits payable will be the Annuity benefits provided by
the correct Age and sex. After Annuity Payments have begun, any underpayments
will be made up in one sum with the next Annuity Payment. Any overpayments will
be deducted from future Annuity Payments until the total is repaid.

INCONTESTABILITY: The Contract is incontestable.

MODIFICATION: This Contract may be modified in order to maintain compliance with
applicable state and federal law. When required, the Company will obtain the
Owner's approval of changes and gain approval from appropriate regulatory
authorities.


                                       21
<PAGE>   22

NON-PARTICIPATING: This Contract will not share in any distribution of
dividends.

EVIDENCE OF SURVIVAL: The Company may require satisfactory evidence of the
continued survival of any person(s) on whose life Annuity Payments are based.

PROOF OF AGE: The Company may require evidence of Age of any Annuitant or Owner.

PROTECTION OF PROCEEDS: To the extent permitted by law, death benefits and
Annuity Payments shall be free from legal process and the claim of any creditor
if the person is entitled to them under this Contract. No payment and no amount
under this Contract can be taken or assigned in advance of its payment date
unless the Company receives the Owner's written consent.

REPORTS: At least once each calendar year, the Company will furnish the Owner
with a report showing the Contract Value as of a date not more than four months
prior to the date of mailing, and will provide any other information as may be
required by law. Reports will be sent to the last known address of the Owner.

TAXES: Any taxes paid to any governmental entity relating to this Contract will
be deducted from the Purchase Payment or Contract Value when incurred. The
Company will, in its sole discretion, determine when taxes have resulted from:
the investment experience of the Separate Account; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments. The Company may, in its
sole discretion, pay taxes when due and deduct that amount from the Contract
Value at a later date. Payment at an earlier date does not waive any right the
Company may have to deduct


                                       22
<PAGE>   23

amounts at a later date. While the Company is not currently maintaining a
provision for federal income taxes with respect to the Separate Account, the
Company has reserved the right to establish a provision for income taxes if it
determines, in its sole discretion, that it will incur a tax as a result of the
operation of the Separate Account. The Company will deduct for any income taxes
incurred by it as a result of the operation of the Separate Account whether or
not there was a provision for taxes and whether or not it was sufficient. The
Company will deduct any withholding taxes required by applicable law.

REGULATORY REQUIREMENTS: All values payable under the Contract, including any
paid-up annuity, cash withdrawal or death benefits that may be available, will
not be less than the minimum benefits required by the laws and regulations of
the state in which the Contract is delivered.


                                       23
<PAGE>   24

                   AMERICAN GENERAL ANNUITY INSURANCE COMPANY

The following tables show the monthly income payable for each $1,000 applied
under Option A, B, or C.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
    OPTION A TABLE                                    OPTION B TABLE - MONTHLY INSTALLMENTS FOR LIFE WITH GUARANTEED PERIOD
-----------------------  Attained Age of   -----------------------------------------------------------------------------------------
      Life Only            Payee When        5 Years Certain        10 Years Certain       15 Years Certain       20 Years Certain
----------------------- First Installment  -----------------------------------------------------------------------------------------
   Male       Female       is Payable        Male       Female       Male      Female       Male      Female       Male     Female
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>           <C>         <C>        <C>         <C>        <C>         <C>         <C>        <C>
   $4.11      $3.86            50            $4.10       $3.85      $4.08       $3.84      $4.04       $3.82       $3.98      $3.78
   $4.18      $3.92            51            $4.17       $3.91      $4.15       $3.90      $4.10       $3.87       $4.03      $3.84
   $4.26      $3.98            52            $4.25       $3.97      $4.22       $3.96      $4.17       $3.93       $4.09      $3.89
   $4.34      $4.05            53            $4.33       $4.04      $4.29       $4.02      $4.23       $3.99       $4.15      $3.94
   $4.42      $4.12            54            $4.41       $4.11      $4.37       $4.09      $4.30       $4.06       $4.21      $4.00
-----------------------------------------------------------------------------------------------------------------------------------
   $4.51      $4.19            55            $4.49       $4.19      $4.45       $4.16      $4.38       $4.12       $4.27      $4.06
   $4.60      $4.27            56            $4.59       $4.26      $4.54       $4.24      $4.46       $4.19       $4.33      $4.12
   $4.70      $4.35            57            $4.68       $4.35      $4.63       $4.32      $4.54       $4.27       $4.39      $4.19
   $4.81      $4.44            58            $4.79       $4.43      $4.73       $4.40      $4.62       $4.34       $4.46      $4.25
   $4.92      $4.54            59            $4.90       $4.53      $4.83       $4.49      $4.70       $4.42       $4.52      $4.32
-----------------------------------------------------------------------------------------------------------------------------------
   $5.04      $4.64            60            $5.01       $4.63      $4.93       $4.58      $4.79       $4.51       $4.59      $4.39
   $5.16      $4.75            61            $5.14       $4.73      $5.05       $4.68      $4.88       $4.59       $4.66      $4.46
   $5.30      $4.86            62            $5.27       $4.84      $5.16       $4.79      $4.98       $4.68       $4.72      $4.53
   $5.45      $4.98            63            $5.41       $4.96      $5.29       $4.90      $5.08       $4.78       $4.79      $4.60
   $5.60      $5.11            64            $5.56       $5.09      $5.42       $5.01      $5.17       $4.88       $4.85      $4.67
-----------------------------------------------------------------------------------------------------------------------------------
   $5.77      $5.25            65            $5.72       $5.22      $5.55       $5.14      $5.27       $4.98       $4.91      $4.75
   $5.95      $5.40            66            $5.89       $5.36      $5.69       $5.26      $5.38       $5.08       $4.97      $4.82
   $6.14      $5.55            67            $6.06       $5.52      $5.84       $5.40      $5.48       $5.19       $5.03      $4.89
   $6.34      $5.73            68            $6.25       $5.68      $5.99       $5.55      $5.58       $5.30       $5.09      $4.95
   $6.55      $5.91            69            $6.45       $5.86      $6.15       $5.70      $5.68       $5.41       $5.14      $5.02
-----------------------------------------------------------------------------------------------------------------------------------
   $6.78      $6.11            70            $6.66       $6.05      $6.31       $5.86      $5.78       $5.53       $5.19      $5.08
   $7.03      $6.32            71            $6.89       $6.25      $6.47       $6.02      $5.88       $5.64       $5.23      $5.14
   $7.29      $6.55            72            $7.12       $6.47      $6.64       $6.20      $5.97       $5.75       $5.27      $5.19
   $7.56      $6.80            73            $7.37       $6.70      $6.81       $6.38      $6.07       $5.86       $5.31      $5.24
   $7.86      $7.07            74            $7.63       $6.95      $6.99       $6.57      $6.15       $5.97       $5.34      $5.29
   $8.18      $7.37            75            $7.90       $7.22      $7.16       $6.76      $6.24       $6.08       $5.37      $5.33
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                          OPTION C - JOINT AND FULL SURVIVOR ANNUITY
                               Monthly Income Per $1,000 Applied
------------------------------------------------------------------------------------------------
        Age                             Age                             Age
-------------------             ------------------             --------------------
  Male      Female   Life Only    Male     Female   Life Only     Male      Female   Life Only
------------------------------------------------------------------------------------------------
<S>           <C>      <C>         <C>       <C>      <C>          <C>        <C>      <C>
   50         45       $3.42       59        54       $3.85        68         63       $4.58
   50         50       $3.55       59        59       $4.06        68         68       $4.95
   50         55       $3.67       59        64       $4.27        68         73       $5.32
------------------------------------------------------------------------------------------------
   51         46       $3.46       60        55       $3.91        69         64       $4.68
   51         51       $3.59       60        60       $4.14        69         69       $5.08
   51         56       $3.73       60        65       $4.36        69         74       $5.48
------------------------------------------------------------------------------------------------
   52         47       $3.48       61        56       $3.98        70         65       $4.80
   52         52       $3.64       61        61       $4.22        70         70       $5.23
   52         57       $3.78       61        66       $4.46        70         75       $5.66
------------------------------------------------------------------------------------------------
   53         48       $3.53       62        57       $4.05        71         66       $4.92
   53         53       $3.69       62        62       $4.31        71         71       $5.38
   53         58       $3.81       62        67       $4.56        71         76       $5.84
------------------------------------------------------------------------------------------------
   54         49       $3.58       63        58       $4.13        72         67       $5.05
   54         54       $3.75       63        63       $4.40        72         72       $5.55
   54         59       $3.90       63        68       $4.67        72         77       $6.04
------------------------------------------------------------------------------------------------
   55         50       $3.63       64        59       $4.21        73         68       $5.20
   55         55       $3.80       64        64       $4.49        73         73       $5.72
   55         60       $3.97       64        69       $4.78        73         78       $6.25
------------------------------------------------------------------------------------------------
   56         51       $3.68       65        60       $4.29        74         69       $5.35
   56         56       $3.86       65        65       $4.60        74         74       $5.92
   56         61       $4.04       65        70       $4.90        74         79       $6.48
------------------------------------------------------------------------------------------------
   57         52       $3.74       66        61       $4.38        75         70       $5.51
   57         57       $3.93       66        66       $4.71        75         75       $6.12
   57         62       $4.11       66        71       $5.03        75         80       $6.72
------------------------------------------------------------------------------------------------
   58         53       $3.79       67        62       $4.47
   58         58       $3.99       67        67       $4.82
   58         63       $4.19       67        72       $5.17
------------------------------------------------------------------------------------------------
</TABLE>

Other ages and combinations can be supplied upon request.


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