<PAGE>
PLEASE READ THIS CERTIFICATE CAREFULLY
ANNUITY BENEFIT PAYMENTS AND OTHER VALUES PROVIDED BY THIS CERTIFICATE, WHEN
BASED ON THE INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT, MAY INCREASE OR
DECREASE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. PLEASE REFER TO THE
VALUE OF THE VARIABLE ACCOUNT SECTION FOR ADDITIONAL INFORMATION.
RIGHT TO EXAMINE CERTIFICATE
The Owner may cancel this Certificate by returning it to the Company or one of
its authorized representatives within ten days after receipt. If returned, the
Company will refund gross payments.
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
Home Office: Worcester, Massachusetts
Principal Office: 440 Lincoln Street, Worcester, Massachusetts 01653
This Certificate is a legal contract between First Allmerica Financial Life
Insurance Company (the Company) and the Owner and is issued in consideration of
the Initial Payment shown on the Specifications page. Additional Payments are
permitted. Payments may be allocated to Variable Sub-Accounts or the Fixed
Account. While this Certificate is in effect, the Company agrees to pay annuity
benefit payments beginning on the Annuity Date or to pay a Death Benefit to the
Beneficiary if an Owner dies prior to the Annuity Date.
Mortality and Expense Risk Charge: 1.25% on an annual basis of the daily
value of the Sub-Account assets. Administrative Charge: .15 % on an
annual basis of the daily value of the Sub-Account assets. Certificate
Fee: $30, if the Accumulated Value is less than $75,000. Monthly Variable
Annuity Benefit Payment will not decrease if the annual performance of
the applicable Sub-Account(s) is 4.40% (if a 3% AIR is chosen) or 6.40%
(if a 5% AIR is chosen).
President Secretary
Flexible Payment Individual Deferred Fixed and Variable Annuity
Annuity Benefit Payments Payable on the Annuity Date
Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
Non-Participating
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SPECIFICATIONS.................................................................3
DEFINITIONS....................................................................6
OWNER, ANNUITANT AND BENEFICIARY...............................................8
THE ACCUMULATION PHASE
PAYMENTS.............................................................10
PAYMENT CREDITS......................................................10
VALUES...............................................................10
TRANSFER.............................................................12
WITHDRAWAL AND SURRENDER.............................................12
DEATH BENEFIT........................................................15
THE PAYOUT PHASE
ANNUITY BENEFIT......................................................17
TRANSFER.............................................................19
WITHDRAWAL...........................................................20
PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS............................21
DEATH OF THE ANNUITANT...............................................21
ANNUITY BENEFIT PAYMENT OPTIONS......................................22
ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS............................22
ANNUITY OPTION RATE TABLES...........................................22
GENERAL PROVISIONS............................................................26
</TABLE>
2
<PAGE>
SPECIFICATIONS
<TABLE>
<S> <C> <C> <C>
Certificate Type: Non-Qualified Certificate Number: zz00000000
Issue Date: 01/01/2000 Annuity Date: 01/01/2025
(Must be at least 1 year after the issue date)
Owner: John Doe Owner Date of Birth: 01/01/1960
Joint Owner: Jack Doe Joint Owner Date of Birth: 01/01/1960
Annuitant: Mary Doe Annuitant Date of Birth: 01/01/1950
Joint Annuitant: Michael Doe Joint Annuitant Date of Birth: 01/01/1950
Beneficiary(ies):
Primary: Surviving Joint Owner, if any
1st Contingent: Michael Doe
2nd Contingent: Mary Doe
Payment Credit Percentage: 5% of each Payment
Minimum Fixed Account Minimum Additional Payment
Guaranteed Interest Rate: 3% Amount: $50.00
Minimum Withdrawal Minimum Annuity Benefit Payment: $20.00
Amount: $100.00
</TABLE>
Surrender Charge Table:
<TABLE>
<CAPTION>
Years From Surrender Charge as a
Date of Payment Percent of the Payments
To Date of Withdrawal Withdrawn
--------------------------------------------------
<S> <C> <C>
Less Than: 1 8 1/2%
2 8 1/2%
3 8 1/2%
4 8 1/2%
5 7 1/2%
6 6 1/2%
7 5 1/2%
8 3 1/2%
9 1 1/2%
Thereafter 0%
</TABLE>
Withdrawal Without Surrender Charge Percentage: [15%]
Mortality and Expense Risk Charge: 1.25% on an annual basis of the daily
value of the Sub-Account assets.
Administrative Charge: .15% on an annual basis of the daily value of the
Sub-Account assets.
Certificate Fee: $30, if the Accumulated Value is less than $75,000.00.
Waived for 401(k)s.
Present Value Withdrawal Amount: 100% of Present Value of remaining
guaranteed annuity benefit payment if the Payments Guaranteed for a Specified
Number of Years annuity option is selected.
Principal Office: 440 Lincoln Street, Worcester, Massachusetts 01653
[1-800-782-8380]
3
<PAGE>
SPECIFICATIONS (CONTINUED)
<TABLE>
<S> <C> <C> <C>
Owner: John Doe Certificate Number: zz00000000
Joint Owner: Jack Doe
Initial Payment: $25,000
Payment Allocation: (The Initial Payment is allocated in the following manner:)
</TABLE>
Variable Sub-Accounts:
---------------------
<TABLE>
<S> <C>
[AIT Equity Index Fidelity VIP Eq. Inc
AIT Money Market Fidelity VIP Growth
AIT Select Aggr. Growth Fidelity VIP High Inc.
AIT Select Capital Appr. Fidelity VIP II Contrafund
AIT Select Emerging Markets Fidelity VIP III Growth & Income
AIT Select Growth and Income Fidelity VIP III Mid Cap
AIT Select International Equity
AIT Select Investment Grade Income Franklin Small Cap
AIT Select Strategic Growth Mutual Shares Securities
AIT Select Strategic Income Templeton Pacific Growth Securities
AIT Select Value Opportunity
Invesco VIF Dynamics
AIM VI Aggressive Growth Invesco VIF Health Sciences
AIM VI Blue Chip Fund
AIM VI Value Fund Janus Aspen Aggressive Growth
Janus Aspen Growth
Alliance Premier Growth Janus Aspen Growth and Income
Alliance Growth and Income Janus Aspen International Growth
Deutsche VIT EAFE Equity Index KSV Dreman Financial Services Portfolio
Deutsche VIT Small Cap Index Kemper Technology Growth
T. Rowe Price Int'l]
FIXED ACCOUNT:
Initial Interest Rate (applies only to Initial Payment) [5.5%]
100% TOTAL OF ALL ACCOUNTS
</TABLE>
4
<PAGE>
SPECIFICATIONS (CONTINUED)
<TABLE>
<S> <C> <C> <C>
Owner: John Doe Certificate Number: zz00000000
Joint Owner: Jack Doe
RIDER(S) SELECTED:
[Enhanced Death Benefit Rider:
EDB Charge: .15% on an annual basis of the
Accumulated Value of the
Certificate deducted Pro Rata
on the last day of each month.
A prorated charge will be
deducted upon termination.]
</TABLE>
5
<PAGE>
DEFINITIONS
<TABLE>
<S> <C>
Accumulated Value The aggregate value of all accounts in this
Certificate before the Annuity Date. As long as the
Accumulated Value is greater than zero, the
Certificate will stay in effect.
Accumulation Unit A measure used to calculate the value of a
Sub-Account before annuity benefit payments begin.
Annuitant On and after the Annuity Date, the person upon
whose continuation of life annuity benefit payments
involving life contingency depend. Joint Annuitants
are permitted and unless otherwise indicated, any
reference to Annuitant shall include Joint
Annuitants.
Annuity Date The date annuity benefit payments begin. The
Annuity Date is shown on the Specifications page.
The Annuity Date is based on the age of the oldest
Owner. If there is a non-natural Owner, the Annuity
Date is based upon the age of the oldest Annuitant.
The Annuity Date can be changed to the maximum
alternative Annuity Date (see Specifications page),
which is the Owner's 90th birthday.
Annuity Unit A measure used to calculate annuity benefit
payments under a variable annuity option.
Beneficiary The person, persons or entity entitled to the Death
Benefit prior to the Annuity Date or any annuity
benefit payments upon the death of the Owner on or
after the Annuity Date.
Certificate The Certificate is issued under the Group Annuity
Contract No. A3028.NY-00GRPU by the Company.
Company First Allmerica Financial Life Insurance Company.
Certificate Year A one-year period based on the issue date or an
anniversary thereof.
Effective Valuation Date The Valuation Date on or immediately following the
day a payment, request for transfer, withdrawal or
surrender, or proof of death is received at the
Principal Office.
Fixed Account The part of the Company's General Account to which
all or a portion of a Payment or transfer may be
allocated.
Fund Each separate investment company, investment series
or portfolio eligible for investment by a
Sub-Account of the Variable Account.
General Account All assets of the Company that are not allocated to
a Separate Account.
Gross Payment Base Total gross payments made to the Certificate
reduced by withdrawals which exceed the Withdrawal
Without Surrender Charge amount.
Group Annuity Contract The Company's Group Annuity Contract
No. A3028.NY-00GRPU, issued to [Trust X].
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Participant (Owner) A client of a Broker-Dealer participating in [Trust
X] and the person or entity entitled to exercise
the rights and privileges of ownership under this
Certificate. (hereinafter referred to as the
Owner). Joint Owners are permitted and unless
otherwise indicated, any reference to Owner shall
include joint Owners.
Payment Credit The amount credited to the Certificate by the
Company each time a Payment is made into the
Certificate.
Pro Rata How a Payment or withdrawal may be allocated among
the accounts. A Pro Rata allocation or withdrawal
will be made in the same proportion that the value
of each account bears to the Accumulated Value.
Request A request or notice made by the Owner, in a manner
consistent with the Company's current procedures,
which is received and recorded by the Company.
Qualified Certificate A Certificate that is purchased in connection with
a retirement plan which meets the requirements of
Sections 401, 403, 408 and 408A of the Internal
Revenue Code.
Separate Account A segregated account established by the Company.
The assets in a Separate Account are not commingled
with the Company's general assets and obligations.
The assets of a Separate Account are not subject to
claims arising out of any other business the
Company may conduct.
State The state or jurisdiction in which the Certificate
is delivered.
Sub-Account A Variable Account subdivision that invests
exclusively in shares of a corresponding Fund.
Surrender Value The amount payable to the Owner on full surrender
equal to the Accumulated Value less any surrender
charge and Certificate fee.
Survivor Annuity Benefit The number of Annuity Units (under a variable joint
Percentage life annuitization option) or the dollar value of
the annuity benefit payments (under a fixed joint
life annuitization option) paid during the
surviving Annuitant's life may be less than or
equal to the number of Annuity Units or dollars
paid when both individuals are living. The Survivor
Annuity Benefit Percentage is the percentage of
total Annuity Units or dollars paid in each annuity
benefit during the survivor's life. For example,
with a Joint and Two-thirds Survivor Option, the
Survivor Annuity Benefit Percentage is 66 2/3 %.
This percentage is only applicable after the death
of the first Annuitant.
Valuation Date A day the values of all units are determined.
Valuation Dates occur on each day the New York
Stock Exchange is open for trading, or such other
dates when there is sufficient trading in a Fund's
portfolio securities such that the current unit
value may be materially affected.
Valuation Period The interval between two consecutive Valuation
Dates.
Variable Account The Company's Separate Account, consisting of
Sub-Accounts that invest in the underlying Funds.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
OWNER, ANNUITANT AND BENEFICIARY
Participant (Owner) When the Certificate is issued, the Owner will be
as shown on the Specifications page. The Owner may
be changed in accordance with the terms of this
Certificate. Upon the death of an Owner prior to
the Annuity Date, a Death Benefit is paid and the
Certificate will no longer continue. The Maximum
Alternative Annuity Date is based upon the age of
the oldest Owner.
The Owner may exercise all rights and options
granted in this Certificate or by the Company,
subject to the consent of any irrevocable
Beneficiary. Where there are joint Owners, the
consent of both is required in order to exercise
any ownership rights.
Assignment Prior to the Annuity Date and prior to the death of
an Owner, the Owner may be changed at any time.
Only the Owner may assign this Certificate. An
absolute assignment will transfer ownership to the
assignee. This Certificate may also be collaterally
assigned as security. The limitations on ownership
rights while the collateral assignment is in effect
are stated in the assignment. Additional
limitations may exist for Certificates issued under
provisions of the Internal Revenue Code.
An assignment will take place only when the Company
has actually received a Request at the Principal
Office. The Company will not be deemed to know of
the assignment until it has received the Request.
When received, the assignment will take effect as
of the date it was signed. The assignment will be
subject to payments made or actions taken by the
Company before the change was received.
The Company will not be responsible for the
validity of any assignment nor the extent of any
assignee's interest. The interests of the
Beneficiary will be subject to any assignment.
Annuitant When the Certificate is issued, the Annuitant will
be as shown on the Specifications page. The
Annuitant may be changed in accordance with the
terms of this Certificate. Prior to the Annuity
Date, an Annuitant may be replaced or added unless
the Owner is a non-natural person. At all times
there must be at least one Annuitant. If the
Annuitant dies and a replacement is not named, the
Owner will be considered to be the new Annuitant.
Upon the death of an Annuitant prior to the Annuity
Date, a Death Benefit is not paid unless the Owner
is a non-natural person. If an annuitant is also an
Owner and dies, then the Owner death benefit will
apply.
A change of Annuitant will take place only when the
Company has actually received a Request and
received the change at the Principal Office. The
Company will not be deemed to know of the change of
Annuitant until it has received the Request. When
received, the change of Annuitant will take effect
as of the date it was signed. The change of
Annuitant will be subject to payments made or
actions taken by the Company before the change was
received .
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Beneficiary The Beneficiary is as named on the Specifications
page unless subsequently changed. The Owner may
declare any Beneficiary to be revocable or
irrevocable. A revocable Beneficiary may be changed
at any time prior to the Annuity Date and before
the death of an Owner or after the Annuity Date and
before the death of the Annuitant. An irrevocable
Beneficiary must consent in writing to any change.
Unless otherwise indicated, the Beneficiary will be
revocable.
A Beneficiary change must be made in writing on a
Beneficiary designation form and will be subject to
the rights of any assignee of record. When the
Company receives the form, the change will take
place as of the date it was signed, even if an
Owner or the Annuitant dies after the form is
signed but prior to the Company's receipt of the
form. Any rights created by the change will be
subject to payments made or actions taken by the
Company before the change was received.
All benefits payable to the Beneficiary under this
Certificate will be divided equally among the
surviving Beneficiaries of the same class, unless
the Owner directs otherwise. If there is no
surviving Beneficiary in a particular class, then
the benefit is divided equally among the surviving
Beneficiaries of the next class. If there is no
surviving Beneficiary, the deceased Beneficiary's
interest will pass to the Owner or the Owner's
estate. At the death of the first joint Owner prior
to the Annuity Date, the surviving joint Owner is
the sole, primary Beneficiary notwithstanding that
the designated Beneficiary may be different.
The Beneficiary can not assign, transfer, commute,
anticipate or encumber the proceeds or payments
unless given that right by the Owner.
Protection of Proceeds To the extent allowed by law, this Certificate and
any payments made under it will be exempt from the
claims of creditors.
</TABLE>
9
<PAGE>
THE ACCUMULATION PHASE
<TABLE>
<S> <C>
PAYMENTS
Payments Each Payment is equal to the gross payment less the
amount of any applicable premium tax. The Company
reserves the right to deduct the amount of the
premium tax from the Accumulated Value at a later
date rather than when the premium tax liability is
first incurred by the Company. In no event will an
amount be deducted for premium taxes before the
Company has incurred a tax liability under
applicable State law.
Initial Payment The Initial Payment is shown on the Specifications
page.
Additional Payments Prior to the Annuity Date and before the death of
an Owner, the Owner may make additional Payments of
at least the Minimum Additional Payment Amount (see
Specifications page). Total Payments made may not
exceed $5,000,000 without the Company's consent.
Payment Allocations Payments will be allocated in accordance with the
Payment Allocation, shown on the Specifications
page. Each subsequent Payment will be allocated in
the same manner unless allocation instructions
accompany the Payment or the Payment Allocation is
changed by the Owner.
PAYMENT CREDITS
Each time the Owner makes a Payment to the
Certificate, the Company will credit an amount
equal to such Payment multiplied by the Payment
Credit Percentage (see Specifications page). This
amount will be credited to the Certificate's
Accumulated Value. Each Payment Credit will be
allocated in the same manner as its corresponding
Payment.
VALUES
Value of the Variable The value of a Sub-Account on a Valuation Date is
Account determined by multiplying the Accumulation Units in
that Sub-Account by the Accumulation Unit Value as
of the Valuation Date.
Accumulation Units are purchased when an amount is
allocated to a Sub-Account. The number of
Accumulation Units purchased equals that amount
divided by the applicable Accumulation Unit Value
as of the Valuation Date.
Accumulation Unit The value of a Sub-Account Accumulation Unit as of
Values any Valuation Date is determined by multiplying the
value of an Accumulation Unit for the preceding
Valuation Date by the Net Investment Factor for
that Valuation Period.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Net Investment Factor The Net Investment Factor measures the investment
performance of a Sub-Account from one Valuation
Period to the next. This factor is equal to
1.000000 plus the result (which may be positive or
negative) from dividing (a) by (b) and subtracting
(c) and (d) where:
(a) is the investment income of a
Sub-Account for the Valuation Period,
including realized or unrealized capital
gains and losses during the Valuation
Period, adjusted for provisions made for
taxes, if any;
(b) is the value of that Sub-Account's
assets at the beginning of the Valuation
Period;
(c) is the Mortality and Expense Risk Charge
applicable to the current Valuation
Period (see Specifications page) plus
any applicable Rider charges; and
(d) is the Administrative Charge applicable
to the current Valuation Period (see
Specifications page).
The Company assumes the risk that its actual
mortality expense experience may exceed the amounts
provided under the Certificate. The Company
guarantees that the charge for mortality and
expense risks and the administrative charge will
not be increased. Subject to applicable State and
federal laws, these charges may be decreased or the
method used to determine the Net Investment Factor
may be changed.
Value of the Fixed Amounts allocated to the Fixed Account receive
Account interest at rates periodically set by the Company.
The Company guarantees that the initial rate of
interest in effect when an amount is allocated to
the Fixed Account will remain in effect for that
amount for one year or until such amount is
transferred out of the Fixed Account, whichever is
sooner. Thereafter, the rate of interest for that
amount will be the Company's current interest rate,
but no less than the Minimum Fixed Account
Guaranteed Interest Rate (see Specifications page).
The value of the Fixed Account on any date is the
sum of amounts allocated to the Fixed Account plus
interest compounded and credited daily at the rates
applicable to those amounts. The value of the Fixed
Account will be at least equal to the minimum
required by law in the State of New York.
Certificate Fee Prior to the Annuity Date on each Certificate
anniversary and when the Certificate is
surrendered, the Company will deduct a Certificate
Fee (see Specifications page) Pro Rata.
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
TRANSFER
Prior to the Annuity Date, by Request the Owner may
transfer amounts among accounts by Request to the
Principal Office.
There is no charge for the first twelve transfers
per Certificate year. A transfer charge of up to
$25 may be imposed on each additional transfer.
Automatic Transfers Prior to the Annuity Date, by Request, the Owner
may elect automatic transfers (Dollar Cost
Averaging) of at least $100 on a periodic basis to
one or more Sub-Accounts from one of the following
source accounts: (1) the Fixed Account; (2) the
Money Market Sub-Account; or (3) any additional
Sub-Accounts that the Company may offer under its
then current rules. Automatic transfers may not be
made into the Fixed Account or into a Sub-Account
that is to be used as the source account.
Automatic transfers may be made on a monthly,
bi-monthly, quarterly, semi-annual or annual basis.
The first automatic transfer and any subsequent
transfers out of the source account in the same or
subsequent contract year(s) will be treated as one
transfer for the purposes of the Transfer Provision
regardless of how many Sub-Accounts are involved.
(The Company reserves the right to limit the number
of Sub-Accounts that may be utilized for automatic
transfers and to discontinue the arrangement upon
advance written notice to the Owner). If an
automatic transfer would reduce the balance in the
source account to less than the automatic transfer
amount elected, the entire balance will be
transferred proportionately to the chosen
Sub-Account(s). Automatic transfers will continue
unless the amount in the source account on the date
an automatic transfer is to occur is zero or until
the Owner's Request is received at the Principal
Office.
Automatic Rebalancing Prior to the Annuity Date, by Request, the Owner
may elect automatic rebalancing (Automatic Account
Rebalancing) of Sub-Account allocations to be made
at least as frequently as monthly, bi-monthly,
quarterly, semi-annually or annually. The Owner
will designate the percentage allocation for
amounts invested in each of the Sub-Accounts
chosen. On the periodic transfer dates specified by
the Owner, the Company will review the percentage
allocation in the various Sub-Accounts and, as
necessary, transfer funds in order to reestablish
the original designated percentage allocation mix.
The first automatic rebalancing and any subsequent
rebalancing in the same or subsequent contract
year(s) will be treated as one transfer for the
purposes of the Transfer Provision regardless of
how many Sub-Accounts are involved. The arrangement
will terminate when the Owner's Request is received
at the Principal Office. (The Company reserves the
right to limit the number of Sub-Accounts that may
be utilized for automatic rebalancing and to
discontinue the arrangement upon advance written
notice to the Owner).
WITHDRAWAL AND SURRENDER
Prior to the Annuity Date, the Owner may, by
Request, withdraw a part of the Surrender Value or
surrender the Certificate for its Surrender Value.
Any withdrawal must be at least the Minimum
Withdrawal Amount (see Specifications page). The
Request must indicate the dollar amount to be paid
and the accounts from which it is to be withdrawn.
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
When surrendered, this Certificate terminates and
the Company has no further liability under it. The
Surrender Value will be the Accumulated Value on
the Effective Valuation Date less any surrender
charge and Certificate fee.
Amounts taken from the Variable Account will be
paid within 7 days of the date a Request is
received except that the Company reserves the right
to defer surrenders and withdrawals of amounts in
the Variable Account during any period with (1)
trading on the New York Stock Exchange is closed
for other than weekends and holidays; (2) the
Securities and Exchange Commission by order has
permitted such a suspension; or (3) an emergency
exists as determined by the Securities and Exchange
Commission such that disposal of portfolio
securities or valuation of assets of the Separate
Account is not reasonably practicable.
Amounts taken from the Fixed Account will normally
be paid within 7 days of receipt of a Request. The
Company may defer payment for up to six months from
the receipt date. If deferred for 10 days or more,
the amount payable will be credited interest at the
rate(s) then being credited by the Company.
However, no interest will be paid if it is less
than $25 or the delay is pursuant to New York law.
Systematic Withdrawal Prior to the Annuity Date, by Request, the Owner
may elect an automatic schedule of withdrawals
(systematic withdrawals) from amounts in the
Sub-Account and/or the Fixed Account on a monthly,
bi-monthly, quarterly, semi-annual or annual basis.
The amount of each automatic withdrawal must meet
the minimum withdrawal requirements discussed in
the paragraph above and will be subject to any
applicable surrender charges. The Owner must
designate by written Request the specific dollar
amount of each withdrawal and the percentage of
this amount which should be taken from each
designated Sub-Account and/or the Fixed Account, or
the Owner may elect to withdraw a specific
percentage of the Accumulated Value calculated as
of the withdrawal dates and may designate the
percentage of this amount which should be taken
from each account. Systematic withdrawals will not
begin before the 16th day following the issue date.
The first withdrawal will take place on the date
the Request is received at the Principal Office or,
if later, on a date specified by the Owner.
Systematic withdrawals will automatically cease on
the Annuity Date. The Owner may change or terminate
systematic withdrawals by Request to the Principal
Office only.
Withdrawal Without Prior to the Annuity Date, In each calendar year,
Surrender Charge by Request, the Owner may take withdrawals up to
the greater of (a) or (b) without a surrender
charge
where:
(a) is cumulative earnings excluding Payment
Credits, calculated by determining the
Accumulated Value as of the Effective
Valuation Date reduced by total gross
payments and Payment Credits not previously
withdrawn; and
(b) is a percent (see Specifications page) of the
Gross Payment Base as of the Effective
Valuation Date, reduced by any prior
Withdrawal Without Surrender Charge made in
the same calendar year.
The Withdrawal Without Surrender Charge will first
be deducted from cumulative earnings even if it is
based upon (b) above. To the extent that it
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
exceeds cumulative earnings, the excess will be
considered withdrawn on a last-in, first-out basis
from Payments not previously withdrawn.
Life Expectancy Prior to the Annuity Date, For Qualified
Certificates, the Owner may, in each Expectancy
Distribution calendar year, by Request, withdraw
without surrender charge, the amount of the Life
Expectancy Distribution Amount ("LED") benefit
available under the Company's then current LED
rules that exceeds the Withdrawal Without Surrender
charge amount. Each calendar year the LED benefit
available is reduced by any prior Withdrawal
Without Surrender Charge in the same calendar year.
LED benefits are based on the life expectancy of
the Owner or the joint life expectancies of the
Owner and the Beneficiary.
Withdrawal With Any amounts withdrawn or surrendered in excess of
Surrender Charge the Withdrawal Without Surrender Charge amount or
Life Expectancy Distribution benefit, if
applicable, may be subject to a surrender charge.
These amounts will be taken on a first-in,
first-out basis from Payments not previously
considered withdrawn. The Company will compute
applicable charges using the Surrender Charge Table
(see Specifications page).
Waiver of Surrender The surrender charge will be waived if an Owner, or
Charge the Annuitant if the Owner is a non-natural person,
is physically disabled after the issue date and
after being named Owner or Annuitant and before
attaining age 65. The Company may require proof of
continuing disability, and reserves the right to
obtain an examination by a licensed "physician" of
its choice and at its expense.
"Physically disabled" means the Owner or Annuitant
has been unable to engage in an occupation or to
conduct daily activities for a period of at least
12 consecutive months as a result of disease or
bodily injury. "Physician" means a person other
than the Owner, the Annuitant or a member of one of
their families who is State licensed to give
medical care or treatment and is acting within the
scope of that license.
No additional Payments are permitted after this
provision becomes effective.
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
DEATH BENEFIT
At the death of an Owner prior to the Annuity Date,
the Company will pay to the Beneficiary a Death
Benefit upon receipt at the Principal Office of
proof of death. If the Owner is a non-natural
person, prior to the Annuity Date, a Death Benefit
is paid on the death of an Annuitant, upon receipt
at the Principal Office of proof of death.
Death Benefit The Death Benefit will be the greater of:
(a) the Accumulated Value on the Effective
Valuation Date; or
(b) the sum of the gross payments made under
this Certificate prior to the date of
death, proportionately reduced to reflect
all partial withdrawals.
For each withdrawal, the proportionate
reduction is calculated by multiplying the
death benefit under (b), immediately prior
to the withdrawal, by the following:
Amount of the withdrawal
------------------------
Accumulated Value immediately prior to the withdrawal
For example assume:
- the amount of the withdrawal is
$5,000; and
- the Accumulated Value immediately
prior to the withdrawal is $100,000;
and
- the death benefit under (b) above is
$110,000;
Amount of the withdrawal $5,000
------------------------ ------
Accumulated Value immediately = $100,000 = 5%
prior to the withdrawal
Therefore, the death benefit under (b)
would be reduced by 5% and its value would
be $104,500.
Payment of the Death Unless the Owner has specified otherwise, the Death
Benefit Benefit will be paid to the Beneficiary within 7
days of the Effective Valuation Date.
Alternatively, the Beneficiary may, by a Request in
writing, elect to:
(a) defer distribution of the Death Benefit
for a period no more than 5 years from the
date of death; or
(b) receive distributions over his/her life
expectancy (or over a period not extending
beyond such life expectancy).
Distributions must begin within one year
from the date of death.
The excess, if any, of the Death Benefit over the
Accumulated Value will be transferred to the [money
market Sub-Account.] The Beneficiary may, by a
Request, effect transfers and withdrawals, but may
not make additional Payments. If there are multiple
Beneficiaries, the consent of all is required.
</TABLE>
15
<PAGE>
<TABLE>
<S> <C>
If the sole Beneficiary is the deceased Owner's
spouse, the Beneficiary may, by a Request in
writing, continue the Certificate and become the
new Owner and Annuitant subject to the following:
(a) the excess, if any, of the Death Benefit
over the Certificate's Accumulated Value
will be transferred to the [money market
Sub-Account]
(b) additional Payments may be made; and
(c) any subsequent spouse of the new Owner, if
named as the Beneficiary, may not continue
the Certificate.
</TABLE>
16
<PAGE>
THE PAYOUT PHASE
<TABLE>
<S> <C>
ANNUITY BENEFIT
Annuity Options Annuity Options are available on a fixed, variable
or combination fixed and variable basis. The
Annuity Options described below or any alternative
option offered by the Company may be chosen. If no
option is chosen, monthly benefit payments will be
made under the Life Annuity with a Ten Year Period
Certain.
The Owner may also elect to have the Death Benefit
applied under any Annuity Option not extending
beyond the Beneficiary's life expectancy. Such an
election may not be altered by the Beneficiary.
Fixed annuity options are funded through the
General Account. Variable annuity options may be
funded through one or more of the Sub-Accounts. Not
all Sub-Accounts may be made available.
Selection of Annuity The Owner must select an Annuity Benefit Payment
Benefit Payments Option. Annuity benefit payments will be paid
monthly or at any other frequency currently offered
by the Company. If the first payment would be less
than the Minimum Annuity Benefit Payment (see
Specifications page), a single payment will be made
instead. If a life annuity option has been elected,
satisfactory proof of the date of birth of the
Annuitant must be received at the Principal Office
before any payment is made. Also, if a life annuity
option has been elected, the Company may require
from time to time satisfactory proof that the
Annuitant is alive. The annuity benefit payments
provided under this Certificate are not less than
those required by the state of New York.
Annuity Benefit Payment In the case of a variable annuity option, the Owner
Change Frequency must select an Annuity Benefit Payment Change
Frequency. This is the frequency of change in the
dollar value of the variable annuity benefit
payments. For example, if an annual Annuity Benefit
Payment Change Frequency is chosen, the dollar
value of variable annuity benefit payments will
remain constant within each one-year period. The
Owner must also select the date of the first
change.
Assumed Investment In the case of a variable annuity option, the Owner
Return must select an Assumed Investment Return ("AIR"),
from the options currently made available by the
Company. This rate is used to determine the initial
variable annuity benefit payment and how the
payment will change over time in response to the
performance of the selected Sub-Accounts. If the
actual performance of any selected Sub-Account (as
measured by the Net Investment Factor) is equal to
the AIR, the annuity benefit payment attributable
to that Sub-Account (as measured by the Net
Investment Factor) will be constant. If the actual
performance of any selected Sub-Account is greater
than the AIR, the annuity benefit payment will
increase. If the actual performance of any selected
Sub-Account (as measured by the Net Investment
Factor) is less than the AIR, the annuity benefit
payment will decrease.
Reversal of Decision The Owner may reverse the decision to annuitize by
To Annuitize a Request in writing within 90 days after the
Annuity Date. Upon receipt of such notice, the
Company will place the Certificate back to the
Accumulation Phase subject to the following:
</TABLE>
17
<PAGE>
<TABLE>
<S> <C>
(a) The funds applied under a variable annuity
option during this period will be treated
as if they had been invested in the
Accumulation Phase of the Certificate,
with the same allocations that were in
effect since the Annuity Date.
(b) The funds applied under a fixed annuity
option during this period will be treated
as if they had been invested in the
Accumulation Phase of the Certificate, in
the Fixed Account since the Annuity Date.
(c) Any annuity benefit payment paid or
withdrawal taken during this period will
be treated as a withdrawal of the
Surrender Value as of the date of the
payment or withdrawal. Fixed annuity
benefit payments will be treated as
withdrawals from the Fixed Account.
Variable annuity benefit payments will be
treated as withdrawals from the variable
Sub-Accounts. Surrender charges may apply
to these withdrawals.
(d) If the Company learns of the Owner's
decision to reverse after the Maximum
Alternate Annuity Date (see Specifications
page). The Owner must immediately select
another Annuity Benefit Payment Option.
Annuity Value The Annuity Value will be the Accumulated Value
less any applicable premium tax. For a Death
Benefit annuity, the Annuity Value will be the
amount of the Death Benefit, less any applicable
premium tax. The Annuity Value applied under a
variable Annuity Option is based on the
Accumulation Unit Value on a Valuation Date not
more than four weeks, uniformly applied, before the
Annuity Date.
The amount of the first annuity benefit payment
under all available options except period certain
options will depend on the age of the Annuitant on
the Annuity Date and the Annuity Value applied.
Period certain options are based only on the
duration of payments and the Annuity Value.
The annuity benefit payments under the Certificate
will be equal to or greater than the annuity
benefit payments under an immediate variable
annuity issued by the Company where the initial
payment is equal to the greater of:
(a) the surrender value of the Certificate; or
(b) 95% of the Accumulated Value of the
Certificate.
Annuity Unit Values A Sub-Account Annuity Unit Value on any Valuation
Date is equal to its value on the preceding
Valuation Date multiplied by the product of:
(a) a discount factor equivalent to the
Assumed Investment Return, calculated on a
daily basis; and
(b) the Net Investment Factor of the
Sub-Account funding the annuity benefit
payments for the applicable Valuation
Period.
The value of an Annuity Unit as of any date other
than a Valuation Date is equal to its value as of
the preceding Valuation Date.
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
Each variable annuity benefit payment is equal to
the number of Annuity Units multiplied by the
applicable value of an Annuity Unit, except that
under a Joint and Survivor Option, after the first
death, the number of units in each payment is equal
to the total number of units multiplied by the
Survivor Annuity Benefit Percentage.
Variable annuity benefit payments will increase or
decrease with the value of the Annuity Units as of
the date of the first payment of each Annuity
Benefit Payment Change Frequency. The Company
guarantees that the amount of each variable annuity
benefit payment will not be affected by changes in
mortality and expense experience.
Number of Annuity Units For each Sub-Account the number of Annuity Units
determining the benefit payable is equal to the
amount of the first annuity benefit payment divided
by the value of the Annuity Unit as of the
Valuation Date used to calculate the amount of the
first payment. Once annuity benefit payments begin,
the number of Annuity Units will not change unless
a split, a withdrawal or a transfer is made.
Payment of Annuity Annuity Benefit Payments are paid to the Owner. By
Benefit Payments Request in writing, the Owner may direct that
payments are made to another person, persons or
entity.
If an Owner, who is not also an Annuitant, dies on
or after the Annuity Date, the following occurs:
(a) If the deceased Owner was the sole Owner,
then the remaining annuity benefit
payments will be payable to the
Beneficiary in accordance with the terms
of the Annuity Option selected. Upon the
death of a sole Owner, the Beneficiary
becomes the Owner of the Certificate.
(b) If the Certificate has joint Owners, then
the remaining annuity benefit payments
will be payable to the surviving joint
Owner in accordance with the terms of the
Annuity Option selected. Upon the death of
the surviving joint Owner, the Beneficiary
becomes the Owner of the Certificate.
TRANSFER
After the Annuity Date and prior to the death of
the Annuitant, the Owner may transfer among
Sub-Accounts by Request to the Principal Office.
Transfers may increase or decrease the number of
Annuity Units in each subsequent payment.
There is no charge for the first twelve transfers
per Certificate year. A transfer charge of up to
$25 may be imposed on each additional transfer.
By Request, the Owner may elect automatic
rebalancing (Automatic Account Rebalancing) of
Sub-Account allocations to be made at least as
frequently as monthly, bi-monthly, quarterly,
semi-annually or annually. The Owner will designate
the percentage allocation for amounts invested in
each of the Sub-Accounts chosen. On the periodic
transfer dates specified by the Owner, the Company
will review the percentage allocation in the
various Sub-Accounts and, as necessary, transfer
funds in order to reestablish the original
designated percentage allocation mix. If the amount
necessary to reestablish the designated mix on any
transfer date is less than $100, no transfer will
be made. The first
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
automatic rebalancing and any subsequent rebalancing
in the same or subsequent contract year(s) will be
treated as one transfer for the purposes of the Transfer
Provision regardless of how many Sub-Accounts are
involved. The arrangement will terminate when the Owner's
Request is received at the Principal Office. ( The
Company reserves the right to limit the number of
Sub-Accounts that may be utilized for automatic
rebalancing and to discontinue the arrangement upon
advance written notice to the Owner).
WITHDRAWAL
After the Annuity Date and prior to the death of
the Annuitant, the Owner may have the right, if the
Payments Guaranteed for a Specified Number of Years
annuity option is selected, to make withdrawals. If
the Death Benefit is applied under an Annuity
Option the Beneficiary may also make withdrawals in
accordance with this provision.
Amounts withdrawn that were applied under a
variable Annuity Option will be paid within 7 days
of the date a Request is received. The Company
reserves the right to defer surrenders and
withdrawals of amounts in the Variable Account
during any period with (1) trading on the New York
Stock Exchange is closed for other than weekends
and holidays; (2) the Securities and Exchange
Commission by order has permitted such a
suspension; or (3) an emergency exists as
determined by the Securities and Exchange
Commission such that disposal of portfolio
securities or valuation of assets of the Separate
Account is not reasonably practicable.
Amounts withdrawn that were applied under a fixed
Annuity Option will normally be paid within 7 days
of receipt of a Request. The Company may defer
payment for up to six months from the receipt date.
If deferred for 10 days or more, the amount payable
will be credited interest at the rate(s) then being
credited by the Company. However, no interest will
be paid if it is less than $25 or the delay is
pursuant to New York law.
Present Value Over the life of the Certificate, for the Payments
Withdrawal Option Guaranteed for a Specified Number of Years annuity
option, the Owner may request withdrawals which
represent a percentage of the Present Value of
those remaining annuity benefit payments. Each year
a withdrawal is taken under this provision, the
Company records the percentage withdrawn. Each
withdrawal proportionately reduces future annuity
benefit payments. (See proportionate reduction
calculation below). The total percentage withdrawn
over the life of the Certificate cannot exceed the
Present Value Withdrawal Amount (see Specifications
page).
For fixed Annuity Options, each withdrawal
proportionately reduces the dollar amount of each
future guaranteed annuity benefit payment. The
proportionate reduction is calculated by
multiplying the dollar amount of each future
guaranteed annuity benefit payment by the
following:
Amount of the withdrawal
------------------------
Present Value of all remaining fixed guaranteed annuity benefit
payments immediately prior to the withdrawal
For variable Annuity Options, each withdrawal
proportionately reduces any remaining guaranteed
payments. The proportionate reduction is calculated
by multiplying the number of Annuity Units in each
future guaranteed annuity benefit payment by the
following:
</TABLE>
20
<PAGE>
<TABLE>
<S> <C>
Amount of the withdrawal
------------------------
Present Value of all remaining variable guaranteed annuity benefit
payments immediately prior to the withdrawal
PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS
For a variety of purposes, it is at times necessary
to determine the Present Value of either all future
annuity benefit payments or of future guaranteed
annuity benefit payments. Present Values are
calculated based on the Annuity 2000 Mortality
Table, male, female or unisex rates as appropriate,
and the interest rate or AIR used to determine the
annuity benefit payments increased by the following
adjustments:
</TABLE>
<TABLE>
Adjustment
----------
<S> <C>
Death of the Annuitant 0.00%
Withdrawals within 5 years of the Issue Date 1.00%
</TABLE>
<TABLE>
<S> <C>
DEATH OF THE ANNUITANT
Unless otherwise indicated by the Owner, upon the
death of the Annuitant, the Present Value of the
remaining guaranteed annuity benefit payments may
be paid to the Owner.
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
ANNUITY BENEFIT PAYMENT OPTIONS
PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF
YEARS:
Periodic annuity benefit payments for a chosen
number of years. The number of years selected may
be from 5 to 30, or any other period currently made
available by the Company.
LIFE ANNUITY:
(a) Single Life - Periodic annuity benefit
payments during the Annuitant's life. The
annuity benefit payments do not continue
after the death of the Annuitant.
(b) Joint and Survivor - Periodic annuity
benefit payments during the joint
lifetime of the Joint Annuitants. For
variable options, after the first death,
the number of units in each payment
during the lifetime of the survivor is
equal to the total number of units
multiplied by the Survivor Annuity
Benefit Percentage. For fixed options,
after the first death, the dollar amount
of each payment during the lifetime of
the survivor is equal to the dollar value
of each payment paid prior to such death
multiplied by the Survivor Annuity
Benefit Percentage.
ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS
If a life Annuity Option has been elected, the
Owner may also select one of the following
guarantees:
PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS
Periodic guaranteed payments for a period of 5 to
30 years, or any other period currently made
available by the Company.
CASH BACK:
Upon notification of the Annuitant's death, any
excess of the Annuity Value applied over the total
amount of the annuity benefit payments will be paid
to the Owner or Beneficiary, whichever is
applicable.
ANNUITY OPTION RATE TABLES
The first variable annuity benefit payment will be
based on the Annuity Option Rates made available by
the Company on the rate basis available at the time
the Annuity Option is selected. The fixed annuity
benefit payments will be based on the greater of
the guaranteed Annuity Option Rates shown in the
tables on the following pages or the Company's
non-guaranteed current Annuity Option Rates
applicable to this class of Certificates. The
Company guarantees that once an Annuity Option is
selected, the annuity benefit payments will not be
affected by changes in mortality and expense
experience.
</TABLE>
22
<PAGE>
ANNUITY OPTION TABLES
MONTHLY ANNUITY BENEFIT PAYMENT
FOR EACH $1,000 OF ANNUITY VALUE APPLIED
<TABLE>
<CAPTION>
Age Life Annuity with Life Life Annuity
Nearest Payments Guaranteed Annuity With Cashback
Payment For 10 Years
Male Female Unisex Male Female Unisex Male Female Unisex
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 4.05 3.81 3.91 4.08 3.83 3.93 3.90 3.72 3.79
51 4.11 3.87 3.97 4.15 3.89 3.99 3.96 3.77 3.85
52 4.18 3.93 4.03 4.22 3.95 4.06 4.01 3.82 3.90
53 4.25 3.99 4.10 4.30 4.01 4.13 4.07 3.88 3.96
54 4.33 4.06 4.17 4.38 4.08 4.20 4.14 3.94 4.02
55 4.41 4.13 4.24 4.46 4.15 4.28 4.20 3.99 4.07
56 4.49 4.20 4.32 4.55 4.23 4.36 4.27 4.06 4.14
57 4.58 4.28 4.40 4.65 4.31 4.45 4.34 4.12 4.21
58 4.68 4.36 4.49 4.75 4.40 4.54 4.42 4.19 4.28
59 4.78 4.45 4.58 4.86 4.49 4.64 4.50 4.26 4.36
60 4.88 4.54 4.67 4.98 4.59 4.74 4.58 4.34 4.44
61 4.99 4.63 4.77 5.10 4.69 4.85 4.67 4.42 4.52
62 5.10 4.73 4.88 5.23 4.80 4.97 4.76 4.50 4.60
63 5.23 4.84 4.99 5.37 4.92 5.10 4.85 4.59 4.69
64 5.35 4.95 5.11 5.52 5.04 5.24 4.95 4.68 4.79
65 5.48 5.07 5.24 5.69 5.18 5.38 5.06 4.78 4.89
66 5.62 5.20 5.37 5.86 5.32 5.54 5.17 4.89 5.00
67 5.77 5.33 5.51 6.04 5.47 5.70 5.28 4.99 5.11
68 5.92 5.47 5.65 6.24 5.64 5.88 5.40 5.11 5.23
69 6.07 5.62 5.80 6.45 5.82 6.07 5.52 5.23 5.35
70 6.23 5.78 5.96 6.67 6.01 6.27 5.66 5.36 5.48
71 6.39 5.94 6.12 6.90 6.21 6.49 5.79 5.49 5.61
72 6.56 6.11 6.29 7.16 6.44 6.72 5.94 5.63 5.75
73 6.73 6.29 6.47 7.43 6.68 6.98 6.09 5.78 5.90
74 6.90 6.48 6.65 7.71 6.94 7.25 6.24 5.94 6.06
75 7.08 6.67 6.83 8.02 7.22 7.54 6.41 6.11 6.23
</TABLE>
These tables are based on an annual interest rate of 3%
and the Annuity 2000 Mortality Table.
23
<PAGE>
ANNUITY OPTION TABLES (CONTINUED)
MONTHLY ANNUITY BENEFIT PAYMENT
FOR EACH $1,000 OF ANNUITY VALUE APPLIED
Joint and Survivor Life Annuity
Older Age
<TABLE>
<CAPTION>
50 55 60 65 70 75 80
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Y 50 3.53 3.61 3.68 3.73 3.76 3.79 3.80
O 55 3.77 3.88 3.97 4.04 4.08 4.11
U 60 4.10 4.25 4.36 4.45 4.50
N 65 4.55 4.74 4.90 5.01
G 70 5.16 5.43 5.64
E 75 6.02 6.41
R 80 7.25
A
G
E
</TABLE>
Joint and Two-Thirds Survivor Life Annuity
Older Age
<TABLE>
<CAPTION>
50 55 60 65 70 75 80
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Y 50 3.80 3.93 4.09 4.25 4.43 4.61 4.80
O 55 4.11 4.29 4.49 4.70 .491 5.13
U 60 4.53 4.77 5.02 5.29 5.55
N 65 5.09 5.42 5.75 6.07
G 70 5.88 6.31 6.75
E 75 6.99 7.59
R 80 8.58
A
G
E
</TABLE>
These tables are based on an annual interest rate
of 3 % and the Annuity 2000 Mortality Table.
24
<PAGE>
ANNUITY OPTION TABLES (CONTINUED)
MONTHLY ANNUITY BENEFIT PAYMENT
FOR EACH $1,000 OF ANNUITY VALUE APPLIED
<TABLE>
Number of Payments Guaranteed for a Specified
Years Number of Years
<S> <C>
5 17.91
10 9.61
15 6.87
20 5.51
25 4.71
30 4.18
</TABLE>
These tables are based on an annual interest rate of 3%
and the Annuity 2000 Mortality Table.
25
<PAGE>
GENERAL PROVISIONS
<TABLE>
<S> <C>
Entire Certificate The entire Certificate consists of this
Certificate, any application attached at issue,
riders and any endorsements. All statements made by
the Owner shall be deemed representations and not
warranties and no such statements shall be used in
any contest unless it is contained in a written
signed application nor, if such statement was made
by the an Owner, unless a copy of the application
containing such statements is attached to the
Certificate when issued. Nothing in the Group
Insurance Policy under which this Certificate is
issued shall invalidate or impair the rights
granted to the Owner by law and by this
Certificate. This Certificate is delivered in and
governed by the laws of New York. At issue, this
Certificate is incorporated into and becomes a part
of the Company's Group Variable Annuity Contract
No. A3028.NY-00GRPU.
Misstatement of Age If the age of an individual is misstated, the
Company will adjust all benefits payable to that
which would be available at the correct age. Any
underpayments already made by the Company will be
paid immediately. Any overpayments will be deducted
from future annuity benefit payments. Any
overpayments or underpayments will be charged or
credited with interest as applicable, at a rate of
6%.
Failure to Notify Company After the Annuity Date and once notified of the
of Annuitant Death Annuitant's death, the Company reserves the right
to recover any overpaid annuity benefit payments.
Modifications Only the President or Vice President of the
Company, with prior approval of the Superintendent
of Insurance, may modify or waive any provisions of
this Certificate. Agents or Brokers are not
authorized to do so. Modifications will be effected
by written endorsement signed by the appropriate
officer.
Incontestability The Company cannot challenge the validity of this
Certificate after it has been in force for more
than two years from the date of issue.
Change of Annuity Date The Owner may change the Annuity Date by Request at
any time after the issue date. The request must be
received at the Principal Office at least one month
before the new Annuity Date. To the extent
permitted by applicable laws, rules and regulations
governing variable annuities, the new Annuity Date
must be no later than the Maximum Alternative
Annuity Date shown on the Specifications page.
Minimums All values and benefits available under this
Certificate equal or exceed those required by the
State in which the Certificate is delivered.
Annual Report The Company will furnish an annual report to the
Owner containing a statement of the number and
value of Accumulation Units credited to the
Sub-Accounts, the value of the Fixed Account, the
amount of the death benefit, the surrender value,
and any other information required by applicable
law, rules and regulations.
Addition, Deletion, or The Company reserves the right, subject to
Substitution of Investments compliance with applicable law, and prior approval
of the Superintendent of Insurance, to add to,
delete from, or substitute for the shares of a Fund
that are held by the Sub-Accounts or that the
Sub-Accounts may purchase. The Company also
reserves the right to
</TABLE>
26
<PAGE>
<TABLE>
<S> <C>
eliminate the shares of any Fund no longer available
for investment or if the Company believes further
investment in the Fund is no longer appropriate for the
purposes of the Sub-Accounts.
The Company will not substitute shares attributable
to any interest in a Sub-Account without notice to
the Owner and prior approval of the Securities and
Exchange Commission as required by the Investment
Company Act of 1940. This will not prevent the
Variable Account from purchasing other securities
for other series or classes of Certificates, or
from permitting a conversion between series or
classes of Certificates on the basis of requests
made by Owners.
The Company reserves the right, subject to
compliance with applicable laws, to establish
additional Separate Accounts and Sub-Accounts and
to make them available to any class or series of
Certificates as the Company considers appropriate.
Each new Separate Account or Sub-Account will
invest in a new investment company, or in shares of
another open-end investment company, or such other
investments as may be permitted under applicable
law. The Company also reserves the right to
eliminate or combine existing Sub-Accounts and to
transfer the assets of any Sub-Accounts to any
other Sub-Accounts. In the event of any
substitution or change, the Company may, by
appropriate notice, make such changes in this and
other Certificates as may be necessary or
appropriate to reflect the substitution or change.
If the Company considers it to be in the best
interests of the owners, the Variable Account or
any Sub-Account may be operated as a management
company under the Investment Company Act of 1940 or
in any other form permitted by law, or may be
de-registered under the Act in the event
registration is no longer required, or may be
combined with other accounts of the Company. No
material changes in the investment policy of a
Variable Account or any Sub-Account will be made
without approval pursuant to the applicable
insurance laws of the State of New York.
Changes in Law The Company reserves the right, with prior approval
of the Superintendent of Insurance and the contract
Owner, to make any changes to provisions of the
Certificate to comply with, or give Owners the
benefit of, any federal or State statute, rule, or
regulation.
Change of Name Subject to compliance with applicable law, and with
prior approval of the Superintendent of Insurance
and the contract Owner, the Company reserves the
right to change the names of the Variable Account
or the Sub-Accounts.
Federal Tax The Variable Account is not currently subject to
Considerations tax, but the Company reserves the right to assess a
charge for taxes if the Variable Account becomes
subject to tax, subject to prior notification to
the Superintendent of Insurance.
Splitting of Units The Company reserves the right to split the value
of a unit, either to increase or decrease the
number of units. Any splitting of units will have
no material effect on the benefits, provisions or
investment return of this Certificate or upon the
Owner, the Annuitant, any Beneficiary, or the
Company.
Prior to the Annuity Date, the number of shares is
determined by dividing the dollar value of the Sub
Account Accumulation Units by the net asset value
of one Fund share. After the Annuity Date, the
number of Fund shares is determined by dividing the
reserves held in each sub-account to meet the
annuity obligations by the net asset value of one
Fund share.
Insulation of Separate The investment performance of Separate Account
assets is determined
</TABLE>
27
<PAGE>
<TABLE>
<S> <C>
Account separately from the other assets of the Company. The assets
of a Separate Account equal to the reserves and liabilities
of the Certificates supported by the account will not
be charged with liabilities from any other business
that the Company may conduct.
Voting Rights The Company will notify Owners with voting interest
of any shareholders meeting at which Fund shares
held by each sub-account will be voted and will
provide proxy materials, together with a form to be
used to give voting instructions to the Company.
The Company will vote Fund shares for which no
timely instructions have been received in the same
proportion as shares of that Fund for which
instructions have been received.
</TABLE>
28
<PAGE>
Flexible Payment Individual Deferred Fixed and Variable Annuity
Annuity Benefit Payments Payable on the Annuity Date
Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
Non-Participating
29
