<PAGE> 1
EXHIBIT 4
PRUCO LIFE INSURANCE COMPANY
Phoenix, Arizona 85014
A STOCK COMPANY SUBSIDIARY OF
The Prudential Insurance Company of America
This is an annuity contract. Subject to the provisions of the Contract, and in
consideration of any Purchase Payments you make and we accept, we will make
Annuity Payments starting on the Annuity Date shown on the Contract Data pages.
Please read the Contract carefully; it is a legal contract between you and Pruco
Life Insurance Company. Expense charges applicable to the Contract are shown on
the Contract Data pages. If you have a question about the Contract, or a claim,
see one of our representatives or contact the Annuity Service Center.
[10] DAY RIGHT TO CANCEL CONTRACT
This Contract may be returned within [10] days after you receive it. It can be
mailed or delivered to either us, at the Annuity Service Center, or the
representative who sold it to you. Return of this Contract by mail is effective
on being postmarked, properly addressed and postage prepaid. The returned
Contract will be canceled upon our receipt, and we will return your money in
accordance with applicable law. Under certain circumstances, we have the right
to allocate Purchase Payment(s) to the Money Market Subaccount until the
expiration of the Right to Cancel period. If we so allocate Purchase Payment(s),
we will refund the Purchase Payment(s), less any withdrawals, in the event of
cancellation under the terms of this paragraph.
READ YOUR CONTRACT CAREFULLY
Signed for Pruco Life Insurance Company,
an Arizona Corporation.
INDIVIDUAL DEFERRED VARIABLE
ANNUITY CONTRACT
NON-PARTICIPATING
ANNUITY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.
VFLX--99 [(A)]
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
CONTRACT DATA PAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[2]
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[4]
PURCHASE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[6]
CONTRACT VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . [7]
VARIABLE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[7]
[CONTRACT MAINTENANCE CHARGE] . . . . . . . . . . . . . . . . . . . . . . . . . . . .[7]
TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[8]
WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[9]
DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [10]
ANNUITY AND SETTLEMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . ..[13]
BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[14]
SUSPENSION OR DEFERRAL OF PAYMENTS OR TRANSFERS FROM THE SEPARATE ACCOUNT . . . . . .[15]
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[16]
VALUES AND BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[17]
ANNUITY OPTION PAYMENT TABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . .[17]
</TABLE>
VFLX--99 Page 2 [(A)]
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<TABLE>
<S> <C> <C> <C> <C>
CONTRACT NUMBER
CONTRACT DATA
OWNER: [John Doe] SEX: [M] AGE AT ISSUE: [35]
JOINT OWNER: [Mary Doe] SEX: [F] AGE AT ISSUE: [35]
ANNUITANT: [John Doe] SEX: [M] AGE AT ISSUE: [35]
CO-ANNUITANT: [Mary Doe] SEX: [F] AGE AT ISSUE: [35]
CONTRACT NUMBER: [12345] CONTRACT DATE: [May 1, 2001]
PLAN TYPE: [Non-Qualified] ANNUITY DATE: [May 1, 2056]
</TABLE>
PURCHASE PAYMENTS:
INITIAL PURCHASE PAYMENT: [$10,000]
MINIMUM SUBSEQUENT PURCHASE PAYMENT: [$1,000]. For IRA contracts, the
Minimum Subsequent Purchase Payment is [$1,000]. We may allow a lower
Minimum Subsequent Purchase Payment for payroll deduction plans or other
automatic purchase plans.
ANNUAL PURCHASE PAYMENT LIMITS: The total of all Purchase Payments made
into this Contract in the first Contract year may not exceed
[$20,000,000]. The total of all Purchase Payments made into this
Contract in any Contract Year after the first Contract Year may not
exceed [$2,000,000]. Purchase Payments of greater value may be allowed
with our prior approval.
AGGREGATE PURCHASE PAYMENT LIMIT: The total of all Purchase Payments
made into this Contract may not exceed [$20,000,000]. Purchase Payments
of greater value may be allowed with our prior approval.
BENEFICIARY:
[As designated by Owner on Contract Date unless changed in accordance
with the Contract provisions.]
[CONTRACT MAINTENANCE CHARGE:
If your Contract Value is less than [$50,000], we will charge a Contract
Maintenance Charge of [the lesser of [2%] of the Contract Value] or [$30]. This
charge is deducted on the Contract Anniversary and when a surrender of the
Contract occurs, if the Contract Value at the time is then less than [$50,000].
The Contract Maintenance Charge will be deducted on a pro-rata basis from all
Allocation Options to which your Contract Value is allocated. During the Annuity
Period, we reserve the right to assess an annual Contract Maintenance Charge of
[$30]. The decision to assess this charge may depend on the Annuity or
Settlement Option selected. We reserve the right to increase the Contract
Maintenance Charge, but it will not exceed $60 per Contract Year, and to raise
the Contract Value amount over which we will waive the Contract Maintenance
Charge.]
VFLX-99 ED 5/2001 Page 3A [(A)]
<PAGE> 4
INSURANCE CHARGE:
This charge is deducted daily from the assets in each of the
Subaccounts. The maximum daily charge is [0.00448376%], which is
equivalent to an annual rate of [1.65%].
ALLOCATION OPTIONS:
VARIABLE INVESTMENT OPTIONS:
The following variable investment options are available through
allocation to subaccounts of the Pruco Life Flexible Premium Variable
Annuity Account. We reserve the right to limit the availability of the
below options, if necessary, in order to comply with federal, state or
local law.
[THE PRUDENTIAL SERIES FUND
Prudential Global Portfolio
Prudential Jennison Portfolio
Prudential Money Market Portfolio
Prudential Stock Index Portfolio
SP Aggressive Growth Asset Allocation Portfolio
SP AIM Aggressive Growth Portfolio
SP AIM Growth and Income Portfolio
SP Alliance Large Cap Growth Portfolio
SP Alliance Technology Portfolio
SP Balanced Asset Allocation Portfolio
SP Conservative Asset Allocation Portfolio
SP Davis Value Portfolio
SP Deutsche International Equity Portfolio
SP Growth Asset Allocation Portfolio
SP INVESCO Small Company Growth Portfolio
SP Jennison International Growth Portfolio
SP Large Cap Value Portfolio
SP MFS Capital Opportunities Portfolio
SP MFS Mid-Cap Growth Portfolio
SP PIMCO High Yield Portfolio
SP PIMCO Total Return Portfolio
SP Prudential U.S. Emerging Growth Portfolio
SP Small/Mid Cap Value Portfolio
SP Strategic Partners Focused Growth Portfolio
JANUS ASPEN SERIES
Janus Aspen Series Growth Portfolio - Service Shares]
VFLX-99 ED. 5/2001 Page 3B [(A)]
<PAGE> 5
[INTEREST RATE OPTIONS:
The following interest rate options are currently available. We may add
other options in the future.
[DCA FIXED RATE ACCOUNT OPTION]
[FIXED RATE ACCOUNT OPTION]]
ALLOCATION GUIDELINES: Currently, you may select any Allocation Option which is
available at the time the Purchase Payment or transfer is made[, with the
exception of the DCA Fixed Rate Account Option for which there may be certain
limitations]. However, an amount of at least [1%] of the Invested Purchase
Payment must be allocated to any Allocation Option. [Allocations made pursuant
to [automatic rebalancing or dollar cost-averaging] are not subject to these
limitations.]
TRANSFERS:
NUMBER OF TRANSFERS PERMITTED: Currently, there are no limits on the
number of transfers that can be made among Subaccounts. We reserve the
right to change this, but the Owner will always be allowed at least
[12] transfers among Subaccounts in a Contract Year.
TRANSFER CHARGE: The Transfer Charge for each transfer after the first
[12] in a Contract Year is [$10]. The charge is taken pro-rata from the
Allocation Options from which the transfer is made. [Transfers made due
to [automatic rebalancing or dollar cost-averaging] will not be counted
for purposes of the Transfer Charge.] We reserve the right to increase
this charge, but it will not exceed $30.
MINIMUM AMOUNT TO BE TRANSFERRED: Subject to the restrictions contained
in the Contract on transfers, the minimum transfer amount is [$250] or
your entire interest in any Allocation Option, if less. [This
requirement is waived if the transfer is pursuant to [automatic
rebalancing or dollar cost-averaging].]
VFLX-99 ED. 5/2001 Page 3C [(A)]
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WITHDRAWALS:
[WITHDRAWAL CHARGE: The Withdrawal Charge is a percentage of the amount
withdrawn that is subject to a charge, and depends on the Contract Year
in which the withdrawal is made.
<TABLE>
<CAPTION>
Contract Year of Withdrawal Withdrawal Charge
--------------------------- -----------------
<S> <C>
[1 8%
2 8%
3 7%
4 7%
5 6%
6 5%
7 4%
8 3%
9 2%
10 1%
11 and later 0%]]
</TABLE>
[CHARGE-FREE AMOUNT: A certain amount (the Charge-Free Amount) may be withdrawn
without incurring a Withdrawal Charge. The Charge-Free Amount available in any
current Contract Year is equal to:
(a) [10%] of the sum of all Purchase Payments received [in excess of all
Purchase Payments withdrawn];
(b) [10%] of the Contract Value on the date of the first withdrawal in
any Contract Year; [plus]
(c) any Charge-Free Amount available in the immediately preceding
Contract Year that has not been withdrawn.]
MINIMUM AMOUNT WHICH MAY BE WITHDRAWN: The minimum amount which may be withdrawn
is [$250]. The minimum amount which may be withdrawn under a systematic
withdrawal plan is [$100].
MINIMUM CONTRACT VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A WITHDRAWAL: The
minimum Contract Value which must remain in the Contract in order to keep the
Contract inforce after a withdrawal is [$2,000].
VFLX-99 ED. 5/2001 Page 3D [(A)]
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[DCA FIXED RATE ACCOUNT:
MINIMUM GUARANTEED INTEREST RATE: [3%]
INITIAL INTEREST SEGMENT INTEREST RATE: [3%]]
[FIXED RATE ACCOUNT:
MINIMUM GUARANTEED INTEREST RATE: [3%]
INITIAL INTEREST SEGMENT INTEREST RATE: [3%]]
ENDORSEMENTS:
[DCA Fixed Rate Account Endorsement]
[Fixed Rate Account Endorsement]
[Individual Retirement Annuity Endorsement]
ANNUITY SERVICE CENTER:
[Annuity Service Center
P.O. Box 7960
Philadelphia, PA 19101]
VFLX-99 ED. 5/2001 Page 3E [(A)]
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DEFINITIONS
ACCUMULATION PERIOD: The period from, and including, the Contract Date to, but
excluding, the Annuity Date.
ADJUSTED CONTRACT VALUE: The Contract Value as of the Annuity Date less any
applicable Premium Tax Charge. The applicable Annuity Option Payment Table is
applied to this amount to determine the initial Annuity Payment.
ALLOCATION OPTIONS: Those allocation choices available under the Contract as of
any given time, including the Variable Investment Options [and Interest Rate
Options] to which Contract Value may be allocated. Allocation Options as of the
Contract Date are shown on the Contract Data pages.
ANNUITANT: The person named on the Contract Data pages upon whose continuation
of life any Annuity Payment involving life contingencies depends. If the
Annuitant dies before the Annuity Date, the Co-Annuitant, if applicable, becomes
the Annuitant. If there is no surviving Co-Annuitant, and the Annuitant was not
the Owner, the Owner becomes the Annuitant. You then have 60 days from the date
we receive due proof of death of the Annuitant or Co-Annuitant to name a new
Annuitant. If no new Annuitant is named during that 60 day period, the Owner
will remain the Annuitant.
ANNUITY DATE: The date the first Annuity or Settlement Payment to the Payee is
due. The Annuity Date is shown on the original Contract Data pages. You may
change the Annuity Date; however, any such changed Annuity Date must be earlier
than the date shown on the Contract Data pages[, cannot precede the [second]
Contract Anniversary] and must be consistent with applicable law at the time. If
there is a new Annuitant due to the death of the Annuitant or the assignment of
the Contract, and the new Annuitant is older than the prior Annuitant, the
Annuity Date will be based on the age of the new Annuitant; however any such
changed Annuity Date must be earlier than the date shown on the Contract Data
pages, cannot be later than the Contract Anniversary next following the new
Annuitant's [90th] birthday and must be consistent with applicable law at the
time.
ANNUITY OR SETTLEMENT PAYMENTS: The series of payments made to you or any named
payee after the Annuity Date as described under the annuity or settlement option
selected.
ANNUITY PERIOD: The period of time, beginning on the Annuity Date, during which
Annuity or Settlement Payments are made.
ANNUITY SERVICE CENTER: The office indicated on the Contract Data pages to which
notices, requests and Purchase Payments must be sent. All sums payable to us
under the Contract must be sent to the Annuity Service Center. The Annuity
Service Center address may be changed at any time. You will be notified in
advance and in writing of any change in address.
BENEFICIARY: The person(s) or entity(ies) who has the right to receive the death
benefit when payable. The Owner must be the primary Beneficiary of the Joint
Owner, and the Joint Owner must be the primary Beneficiary of the Owner.
BUSINESS DAY: Any day the New York Stock Exchange and the Company are open for
business.
[CHARGE-FREE AMOUNT: The Charge-Free Amount is a portion of the Contract Value
that may be withdrawn without incurring a Withdrawal Charge.]
CO-ANNUITANT: The person shown on the Contract Data pages who becomes the
Annuitant upon the death of the Annuitant before the Annuity Date. No
Co-Annuitant may be designated if the Owner is a non-natural person.
COMPANY: Pruco Life Insurance Company, an Arizona corporation.
CONTRACT ANNIVERSARY: The same day and month as the Contract Date in each later
year.
CONTRACT DATE: The date shown on the Contract Data pages on which the first
Contract Year begins.
CONTRACT SURRENDER VALUE: The Contract Value less any applicable Premium Tax
Charge[, or Withdrawal Charge] [or Contract Maintenance Charge].
VFLX--99 Page 4 [(A)]
<PAGE> 9
CONTRACT VALUE: The dollar value as of any Business Day prior to the Annuity
Date of all amounts accumulated under this Contract.
CONTRACT YEAR: A year which starts on the Contract Date or on a Contract
Anniversary.
EARNINGS: The excess of the Contract Value over the sum of all Purchase Payments
made and not yet withdrawn.
GENERAL ACCOUNT: Our general investment account which contains all of our assets
with the exception of the Variable Separate Account and other segregated asset
accounts.
GOOD ORDER: An instruction received at the Annuity Service Center, utilizing
such forms, signatures and datings as we require, that is sufficiently complete
and clear that we do not need to exercise any discretion to follow such
instructions. We will notify you if an instruction is not in Good Order.
[INTEREST RATE OPTION(S): Those interest rate option(s) available under the
Contract as of any given time. Interest Rate Option(s) as of the Contract Date
are shown on the Contract Data pages.]
INVESTED PURCHASE PAYMENTS: The balance of each Purchase Payment after we make
any applicable deduction for: (1) Premium Tax Charge; and (2) charge for any
other type of tax (or component thereof) measured by or based upon the amount of
the Purchase Payment we receive.
JOINT OWNER: The spouse of the Owner, if named on the Contract Data pages as the
Joint Owner, who shares ownership rights with the Owner as defined under this
Contract. You may add, change or remove a Joint Owner, subject to our
underwriting rules. The Contract may never have more than one Joint Owner. No
Joint Owner is permitted for IRA's or other qualified contracts.
OWNER: The person or entity named on the Contract Data pages who has ownership
rights as defined under the Contract provided that, if a Joint Owner is named,
the Owner shares ownership rights with the Joint Owner. You may change the Owner
subject to our underwriting rules. Any change of an Owner will be effective when
we process the request.
PAYEE: The person who has a right to receive Annuity or Settlement Payments
under the Annuity and Settlement Options provision of this Contract. The Payee
can be designated as revocable or irrevocable at your discretion. If you do not
designate a Payee at least 5 Business Days before the Annuity Date, the Owner
will become the Payee.
PREMIUM TAX CHARGE: A charge which may be deducted from Purchase Payments or
Contract Value for premium taxes owed by us to any governmental entity.
PURCHASE PAYMENT: A payment you make to this Contract.
SUBACCOUNT: Variable Separate Account assets are divided into Subaccounts.
Assets of each Subaccount will be invested in shares of a Variable Investment
Option.
VARIABLE INVESTMENT OPTION: Those investment options available under the
Contract through the Subaccounts as of any given time. Variable Investment
Options as of the Contract Date are shown on the Contract Data pages.
VARIABLE SEPARATE ACCOUNT: A segregated asset account maintained by us to
support this and certain other contracts. The segregated asset account(s)
available as of the Contract Date is shown on the Contract Data pages.
WE, OUR AND US: Pruco Life Insurance Company.
[WITHDRAWAL CHARGES: A charge assessed on partial or full withdrawals or upon
settlement (depending on the payout option chosen) during the Withdrawal Charge
Period. The Withdrawal Charge equals a percentage, shown on the Contract Data
pages, of the amount subject to the charge.]
[WITHDRAWAL CHARGE PERIOD: The number of Contract Years during which Withdrawal
Charges are applied to withdrawals of amounts in the Contract. The Withdrawal
Charge Period is shown on the Contract Data pages.]
VFLX--99 Page 5 [(A)]
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YOU AND YOUR: The Owner of the Contract if there is no Joint Owner; if there is
a Joint Owner, the Owner and Joint Owner acting jointly. If we receive written
authorization from both the Owner and Joint Owner in Good Order, then, upon our
consent, we will allow either to represent the entire ownership interest in the
Contract, until that authorization has been revoked by either party. This
Contract will treat the Owner as having contributed 100% of the Purchase
Payments. Therefore, we will treat the Owner as the taxpayer with respect to all
distributions made under the Contract while he or she is the Owner, whether or
not a Joint Owner is also named.
PURCHASE PAYMENTS
PURCHASE PAYMENTS: The initial Purchase Payment must be paid on the Contract
Date. In general, subsequent Purchase Payments may be made at any time before
the Annuity Date. However, no Purchase Payments may be made on or after the sole
or older of the Owner's or Joint Owner's, or Annuitant's, [85th] birthday, and
we reserve the right to decline any Purchase Payment. The Minimum Subsequent
Purchase Payment, Annual Purchase Payment Limits and Aggregate Purchase Payment
Limit are shown on the Contract Data pages.
ALLOCATION OF PURCHASE PAYMENTS: Invested Purchase Payments are allocated to one
or more of the Allocation Options in accordance with your selection. The
allocation of the initial Invested Purchase Payment is made in accordance with
your selection made on the Contract Date. Unless you inform us otherwise,
subsequent Invested Purchase Payments will be allocated in the same manner,
subject to availability, as the initial Invested Purchase Payment. Assuming that
all other requirements are received in Good Order, we reserve the right to
allocate your initial Invested Purchase Payment to the Money Market Subaccount
until we receive your allocation selection. In addition, the Company has
reserved the right to allocate the initial Invested Purchase Payment to the
Money Market Subaccount under the [10] Day Right to Cancel Contract provision
set forth on the face page of this Contract. All allocations of Invested
Purchase Payments are subject to the Allocation Guidelines shown on the Contract
Data pages.
Currently, you may select as many of the available Allocation Options as you
wish. However, we reserve the right to limit this in the future. If the Purchase
Payment and forms required to issue a Contract are in Good Order, the initial
Invested Purchase Payment will be credited to your Contract within two (2)
Business Days after receipt at the Annuity Service Center. Additional Invested
Purchase Payments will be credited to your Contract as of the Business Day they
are received.
VFLX--99 Page 6 [(A)]
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CONTRACT VALUE
Your Contract Value is the total of all amounts credited to your Contract as of
any Business Day as a result of your initial Invested Purchase Payment and the
increases and decreases described below.
On the Contract Date, the Contract Value is equal to the initial Invested
Purchase Payment. After that, the Contract Value as of any Business Day is
determined by starting with the Contract Value at the end of the previous day
and adjusting it for items that increase it or decrease it.
Items that increase the Contract Value are: Invested Purchase Payments; [and]
positive investment performance in a Subaccount [; and interest credited to an
Interest Rate Option].
Items that decrease the Contract Value are: withdrawals [and the charges
associated with them]; negative investment performance in a Subaccount;
Insurance Charge; [Contract Maintenance Charge, if applicable;] Transfer Charge;
and any Premium Tax Charge or other tax charge.
Investment results [and interest] are credited daily and the Insurance Charge is
deducted daily. [The Contract Maintenance Charge is deducted annually as of the
Contract Anniversary and upon a total withdrawal.] Other charges are assessed
only if the appropriate event occurs.
VARIABLE SEPARATE ACCOUNT
THE VARIABLE SEPARATE ACCOUNT: The Variable Separate Account is designated on
the Contract Data pages. It consists of assets we have set aside and have kept
separate from the rest of our assets and those of our other separate accounts.
The assets of the Variable Separate Account, equal to reserves and other
liabilities of your Contract and those of other owners, will not be charged with
liabilities arising out of any other business we may conduct.
The Variable Separate Account assets are divided into Subaccounts. The assets of
the Subaccount are allocated to the Variable Investment Option(s) shown on the
Contract Data pages. We may restructure, eliminate or combine Subaccounts or add
to or eliminate Variable Investment Option(s) from those shown. You may be
permitted to transfer your Contract Value or allocate Invested Purchase Payments
to the additional Subaccount(s). However, the right to make such transfers or
allocations will be limited by any terms and conditions we may impose.
Should the shares of any Variable Investment Option(s) become unavailable for
investment by the Variable Separate Account, we deem further investment in the
shares inappropriate, or if required for tax reasons, we may limit further
purchase of such shares or substitute shares of another Variable Investment
Option for shares already purchased.
VALUATION OF ASSETS: The value of the shares held by the Subaccounts in the
Variable Investment Options will be based on the net asset value of the
Investment Option on each Business Day.
INSURANCE CHARGE: Each Business Day, we deduct an Insurance Charge from the
Subaccounts of the Variable Separate Account which is equivalent, on an annual
basis, to the amount shown on the Contract Data pages.
[CONTRACT MAINTENANCE CHARGE
We deduct an annual Contract Maintenance Charge shown on the Contract Data
pages. We determine your Contract Value as of your Contract Anniversary and make
any deductions required on a pro-rata basis from all Allocation Options to which
your Contract Value is allocated. If a total withdrawal is made on other than a
Contract Anniversary, we will determine your Contract Value and make a deduction
for the Contract Maintenance Charge the same as we would if it were a Contract
Anniversary.]
VFLX--99 Page 7 [(A)]
<PAGE> 12
TRANSFERS
TRANSFERS DURING THE ACCUMULATION PERIOD: A transfer is subject to the
following:
1. the maximum number of transfers which may be made, the maximum number of
transfers which are not subject to a Transfer Charge and the minimum amount
which may be transferred are shown on the Contract Data pages;
2. a Transfer Charge is deducted if a transfer exceeds the maximum number of
free transfers. The Transfer Charge is shown on the Contract Data pages;
3. a transfer will be effected as of the end of the Business Day when we receive
a request in Good Order;
4. we are not responsible for the consequences resulting from a transfer made in
accordance with your instructions;
5. your right to make transfers is subject to modification if we determine, in
our sole opinion, that the exercise of the right by one or more Owners is, or
would be, to the disadvantage of other Owners or if required to do so by
applicable laws or regulations. Restrictions may be applied in any manner
reasonably designed to prevent any use of the transfer right which is considered
by us to be to the disadvantage of other Owners or to ensure compliance with
such laws or regulations. A modification could be applied to transfers to or
from one or more of the Subaccounts and could include, but not be limited to:
a. the requirement of a minimum time period between each transfer;
b. not accepting a transfer request of an agent acting under a power of attorney
on behalf of more than one Owner;
c. limiting the dollar amount that may be transferred among the Subaccounts by
an Owner at any one time; or
d. restricting the number of transfers per year.
No transfers are permitted after the Annuity Date.
VFLX--99 Page 8 [(A)]
<PAGE> 13
WITHDRAWALS
WITHDRAWALS: During the Accumulation Period, you may, upon a request in Good
Order, make a total or partial withdrawal of the Contract Surrender Value. You
may specify the Allocation Option(s) from which a withdrawal will be taken. If
you do not so specify, we will take the withdrawal on a pro-rata basis from all
Allocation Option(s) to which your Contract Value is allocated.
We will pay the amount of any withdrawal within seven (7) days of receipt of a
request in Good Order unless the
"Suspension or Deferral of Payments Provision" is in effect.
Each partial withdrawal must be for an amount which is not less than the amount
shown on the Contract Data pages. The minimum Contract Value which must remain
in the Contract after a partial withdrawal in order to keep the Contract inforce
is shown on the Contract Data pages. If the amount of the withdrawal requested
would reduce the Contract Value below this minimum, we will give you the maximum
amount available that [,with the Withdrawal Charge,] would not reduce the
Contract Value below such minimum. Special rules may apply for IRA's.
[WITHDRAWAL CHARGE: A Withdrawal Charge may apply if you make a withdrawal
during the Withdrawal Charge Period shown on the Contract Data pages. The amount
of the Withdrawal Charge is a percentage, shown on the Contract Data pages, of
the amount withdrawn that is subject to the charge. If the withdrawal is
effective on the day before a Contract Anniversary, the Withdrawal Charge
percentage used will be the one for the following Contract Year. If you request
a partial withdrawal, we will deduct an amount from the Contract Value that is
sufficient to pay the Withdrawal Charge and provide you the amount requested.
For purposes of determining the Withdrawal Charge, withdrawals of the
Charge-Free Amount will be taken first from Earnings, to the extent Earnings are
available on the date of such withdrawal. Any remaining Charge-Free Amount
withdrawn will be taken from Purchase Payments. Withdrawals in excess of the
Charge-Free Amount will come first from Purchase Payments and will be subject to
Withdrawal Charges, if applicable, even if Earnings are available on that date.
Once all Purchase Payments have been withdrawn, further withdrawals will be
taken from any remaining Earnings. Earnings are not subject to Withdrawal
Charges.
Withdrawal Charges will never be greater than that permitted by any applicable
law or regulation. Withdrawal Charges may be assessed upon settlement. Under
certain circumstances, we allow withdrawals without the Withdrawal Charge as set
forth in certain of the Endorsements listed on the Contract Data pages.]
VFLX--99 Page 9 [(A)]
<PAGE> 14
DEATH BENEFIT
DEATH OF LAST SURVIVOR OF OWNER OR JOINT OWNER DURING THE ACCUMULATION PERIOD:
If the sole or last survivor of the Owner or Joint Owner dies during the
Accumulation Period [and before the Contract Anniversary coinciding with or next
following the [90th] birthday of the sole or older of the Owner or Joint Owner],
the death benefit will be as described below.
[If the sole or older of the Owner or Joint Owner is age [75] or under on the
Contract Date,]
[On or prior to the Contract Anniversary coinciding with or next following the
[80th] birthday of the sole or older of the Owner or Joint Owner,] upon receipt
of due proof of death and any other documentation we request in Good Order, the
Beneficiary is entitled to receive a death benefit equal to the greater of:
1. the Contract Value as of the date we receive due proof of death and any other
documentation we need; or
2. [the total Invested Purchase Payments made proportionally reduced by the
effect of withdrawals; or
3. ][the Guaranteed Minimum Death Benefit ("GMDB") as of the date we receive due
proof of death and any other documentation we need. The GMDB is calculated daily
and is equal to [the greater of (a) or (b), where:][
(a) [is] the "Roll-Up". The Roll-Up is equal to the total Invested Purchase
Payments made increased daily at an effective annual interest rate of [5%]
starting on the date that each Invested Purchase Payment is made, until the cap
is reached ("Roll-Up Cap"), and is proportionally reduced by the effect of
withdrawals. The Roll-Up Cap is equal to the sum of two times each Invested
Purchase Payment and is proportionally reduced by the effect of withdrawals.
Once the Roll-Up Cap is reached, the Roll-Up will be increased by subsequent
Invested Purchase Payments and proportionally reduced by the effect of
withdrawals;] [and][
(b) [is] the "Step-Up". Before the first Contract Anniversary, the Step-Up is
the initial Invested Purchase Payment increased by subsequent Invested Purchase
Payments and proportionally reduced by the effect of withdrawals. The Step-Up
for each subsequent [annual Contract Anniversary] will be reset to the greater
of the previous Step-Up and the Contract Value as of such [Contract
Anniversary]. Between such [Contract Anniversaries], the Step-Up will be
increased by Invested Purchase Payments and proportionally reduced by the effect
of withdrawals.]
[After the Contract Anniversary coinciding with or next following the [80th]
birthday of the sole or older of the Owner or Joint Owner, upon receipt of due
proof of death and any other documentation we request in Good Order, the
Beneficiary is entitled to receive a death benefit equal to the greater of:
1. the Contract Value as of the date we receive due proof of death and any other
documentation we need; or
2. [the total Invested Purchase Payments made proportionally reduced by the
effect of withdrawals.][
3. the GMDB as of the Contract Anniversary coinciding with or next following the
sole or older of the Owner or Joint Owner's [80th] birthday increased by
subsequent Invested Purchase Payments since such Contract Anniversary and
proportionally reduced by the effect of withdrawals since such Contract
Anniversary.]] [If the sole or older of the Owner or Joint Owner is over age
[75] on the Contract Date, upon receipt of due proof of death and any other
documentation we request in Good Order, the Beneficiary is entitled to receive a
death benefit equal to the greater of:
1. the Contract Value as of the date we receive due proof of death and any other
documentation we need; or
2. the initial Invested Purchase Payment increased by subsequent Invested
Purchase Payments and proportionally reduced by the effect of withdrawals.]
VFLX--99 Page 10 [(A)]
<PAGE> 15
[After the Contract Anniversary coinciding with or next following the [90th]
birthday of the sole or older of the Owner or Joint Owner, upon receipt of due
proof of death and any other documentation we request in Good Order, the
Beneficiary is entitled to receive a death benefit equal to the Contract Value
as of the date we receive due proof of death and any other documentation we
need.]
Where the words "proportionally reduced by the effect of withdrawals" are used
in this Contract, the withdrawal reduces those values in the same proportion as
it reduces the Contract Value. We calculate the proportion by dividing the
Contract Value after the withdrawal [(including Withdrawal Charges)] by the
Contract Value immediately prior to the withdrawal. The resulting percentage is
multiplied by the applicable values (before the withdrawal) in determining the
death benefit. If the ownership of the Contract changes as a result of an
assignment, the value of the death benefit will be reset to the Contract Value
as of the date of the assignment. Such value will be treated as a Purchase
Payment made on that date for purposes of computing the death benefit.
The Beneficiary may, within 60 calendar days of providing proof of death, elect
to take the death benefit under one of the death benefit payout options listed
below, provided that any payout option shall not include a period certain that
exceeds the life expectancy of the Beneficiary. The Beneficiary will be the sole
measuring life in determining the amount of any such payout option. If no payout
option is selected within the 60 days, the death benefit will be payable as a
lump sum. If the primary Beneficiary of the Owner is the spouse of the Owner at
the time of the Owner's death, the Contract will continue and the spouse will
become the Owner. If the primary Beneficiary of the Joint Owner is the spouse of
the Joint Owner at the time of the Joint Owner's death, the Contract will
continue. In either case, the spouse may, within 60 calendar days of providing
proof of death, elect to take the death benefit under any of the payout options
available under this Contract. If the spouse is the surviving Owner or Joint
Owner under the Contract, the death benefit will equal the Contract Value.
If the Owner and Joint Owner are not spouses at the time of the Owner or Joint
Owner's death, the Contract will not continue, the death benefit will equal the
Contract Value, and the Beneficiary will be required to choose one of the death
benefit payout options described below. In that event, the payout described in
Choice 2 and the beginning of the distribution described in Choice 3 will be
based on the date of death of the first to die of the Owner or Joint Owner.
The death benefit payout options are:
Choice 1 -- lump sum payment of the death benefit; or
Choice 2 -- the payment of the entire death benefit within 5 years of the date
of death of the last to survive of the Owner or Joint Owner; or
Choice 3 -- payment of the death benefit under an Annuity or Settlement 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 last to survive of the Owner or Joint Owner.
Any portion of the death benefit not applied under Choice 3 within
one year of the date of the last to survive of the Owner's or Joint Owner's
death, must be distributed within five years of the date of death.
Once a death benefit becomes payable, the Payee's interest in any Annuity
Benefit under the Contract will cease.
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, unless the Suspension or
Deferral of Payments Provision is in effect.
VFLX--99 Page 11 [(A)]
<PAGE> 16
DEATH OF ANNUITANT DURING THE ACCUMULATION PERIOD: If the Annuitant dies before
the Annuity Date, the Co-Annuitant, if applicable, becomes the Annuitant. If
there is no surviving Co-Annuitant, and the Annuitant was not the Owner, the
Owner becomes the Annuitant. You have the right to name a new Annuitant within
60 days. If the Owner is a non-natural person, the death of the Annuitant will
be treated as the death of the Owner, a new Annuitant may not be designated, and
the Annuitant will be deemed to be the Owner for purposes of determining the
death benefit.
DEATH OF ANNUITANT DURING THE ANNUITY PERIOD: If the Annuitant dies on or after
the Annuity Date, the Settlement Option then in effect will govern whether or
not we will continue to make any payments. The death of a non-Annuitant Owner or
Joint Owner has no effect on the payout during the Annuity Period.
PAYMENT OF DEATH BENEFIT: We will require due proof of death and any other
documentation we request in Good Order before any death benefit is paid. All
death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.
SPECIAL TAX CONSIDERATIONS: There are special tax rules that apply to IRA and
other qualified contracts during both the Accumulation Period and Annuity Period
governing distributions upon the death of the Owner. These rules are contained
in provisions in the attached endorsements and supersede any other distribution
rules contained in the Contract. The preceding provisions regarding the death of
the Owner are intended to satisfy the distribution at death requirements of
section 72(s) of the Internal Revenue Code of 1986, as amended. We reserve the
right to amend this Contract by subsequent endorsement as necessary to comply
with applicable tax requirements, if any, which are subject to change from time
to time. Such additional endorsements, if necessary to comply with amended tax
requirements, will be mailed to you and become effective within 30 days of
mailing, unless you notify us in writing, within that time frame, that you
reject the endorsement.
VFLX--99 Page 12 [(A)]
<PAGE> 17
ANNUITY AND SETTLEMENT OPTIONS
GENERAL: On the Annuity Date, the Adjusted Contract Value will be applied under
the Annuity or Settlement Option you have selected. If the payment under any
option selected would be less than $20 per month, we reserve the right to pay
out the Adjusted Contract Value in a lump sum.
SELECTION OF AN ANNUITY OR SETTLEMENT OPTION: You may select an Annuity or
Settlement Option by notifying us of the selected Option in Good Order. If no
Annuity or Settlement Option is selected, or if the chosen Option is not
received in Good Order, Option 2, Life Income Annuity Option, will automatically
be applied. You may, at any time prior to the Annuity Date, by a request in Good
Order 30 days in advance, select and/or change the Annuity or Settlement Option.
ANNUITY AND SETTLEMENT OPTIONS: This Contract provides for payments under one of
the Annuity or Settlement Options described below. Any other Annuity or
Settlement Option acceptable to us may be selected.
OPTION 1 - FIXED PERIOD ANNUITY OPTION. We will make equal payments for a period
you choose up to 25 years. At your choice, we will make such payments annually,
semi-annually, quarterly or monthly. The Option 1 Table shows the minimum
amounts we will pay.
OPTION 2 - LIFE INCOME ANNUITY OPTION. We will make payments for as long as the
Annuitant lives, with payments certain for 120 months. At your choice, we will
make such payments annually, semi-annually, quarterly or monthly. The Option 2
Table shows the minimum amounts we will pay.
OPTION 3- INTEREST PAYMENT SETTLEMENT OPTION. We will credit interest on the
Adjusted Contract Value at the rate of at least [3%] until you request payment
of all or part of the Adjusted Contract Value. At your choice, we will pay
interest on the Adjusted Contract Value not yet withdrawn annually,
semi-annually, quarterly or monthly. You may request full or partial payment of
the Adjusted Contract Value provided, however, that if a partial payment is
requested, the amount of any Adjusted Contract Value remaining after such
requested amount is paid must be at least $1,000. This option is not available
for qualified contracts.
OTHER ANNUITY OR SETTLEMENT OPTIONS: We may offer or consent to other settlement
options, including life income annuity options with payments certain for a
period of other than 120 months. Contact the representative who sold you the
Contract or call the toll-free number listed on your quarterly statement for
information.
ANNUITY: Unless you designate another Payee, you will be the Payee of the
Annuity Payments. The Adjusted Contract Value will be applied to the applicable
Annuity Table contained in this Contract based upon the Annuity Option you have
selected. The amount of the first payment for each $1,000 of Adjusted Contract
Value is shown in the Annuity Tables. If when Annuity Payments begin we are
using tables of annuity rates for these Contracts which result in larger Annuity
Payments, we will use those tables instead. Annuity Payments will depend on the
age and sex of the Annuitant, where permitted.
[WITHDRAWAL CHARGES: If you choose Option 1 for a period of fewer than 5 years
or Option 3, the Adjusted Contract Value will be subject to a Withdrawal Charge
which will be applied in the same way as if you had made a full withdrawal on
the Annuity Date. Any amount used to provide income under Option 1 for a period
of 5 years or more or under Option 2 will be applied without charge. If you
choose any other method of payment not described in this Contract, we will tell
you if it is subject to a Withdrawal Charge.]
VFLX--99 Page 13 [(A)]
<PAGE> 18
BENEFICIARY
BENEFICIARY: The Beneficiary designation in effect on the Contract Date will
remain in effect until changed. The Beneficiary is entitled to receive the
benefits to be paid at the death of the last to die of the Owner or Joint Owner
(or the first to die of the Owner or Joint Owner if the Owner and Joint Owner
are not spouses at the time of the Owner's or Joint Owner's death) during the
Accumulation Period. The Owner must be the primary Beneficiary of the Joint
Owner, and the Joint Owner must be the primary Beneficiary of the Owner. Other
than primary Beneficiaries, Beneficiaries must be the same for both the Owner
and Joint Owner.
When a Beneficiary is designated, any relationship shown is to the Owner unless
otherwise specified.
To show priority among Beneficiaries, we will label the classes, so that the
class with first priority is called the primary class, the class with next
priority is called the secondary class, and so on. The following statements
apply to Beneficiaries unless the Contract Data pages, Contract endorsement or
any change request that we have processed specifies otherwise:
One who survives the last to die of the Owner and Joint Owner will have the
right to be paid only if no one in a prior class survives the last to die of the
Owner and Joint Owner.
One who has the right to be paid will be the only one paid if no one else in the
same class survives the last to die of the Owner and Joint Owner.
Two or more in the same class who have the right to be paid will be paid in
equal shares.
If no one survives the sole Owner, we will pay in one sum to the Owner's estate.
When there is insufficient evidence to determine the order of death then, unless
state law prohibits, we will deem the Owner to be the last survivor and make
payment to the Owner's Beneficiary.
Before we make a payment, we have the right to decide what proof we need of the
identity, age or any other facts about any persons designated as Beneficiaries.
If Beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.
CHANGE OF BENEFICIARY: To initiate a change of Beneficiary, call the toll-free
number listed on your statement or contact the representative who sold you the
Contract. We may also ask you to send us the Contract. The change will take
effect only when we process the request. Then, any previous Beneficiary's
interest will end as of the date we receive the request in Good Order, even if
the Owner or Joint Owner is not living when we process the request. We will not
be liable for any payment made or action taken before we record the change.
VFLX--99 Page 14 [(A)]
<PAGE> 19
SUSPENSION OR DEFERRAL OF PAYMENTS OR TRANSFERS
FROM THE SEPARATE ACCOUNT
We reserve the right to suspend or postpone payments from the Separate Account
for a withdrawal or transfer for any period when:
1. the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
2. trading on the New York Stock Exchange is restricted;
3. an emergency exists as a result of which disposal of shares of the Investment
Options held in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of such shares;
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.
VFLX--99 Page 15 [(A)]
<PAGE> 20
GENERAL PROVISIONS
THE CONTRACT: The entire Contract consists of this Contract, and any attached
endorsements or riders. This Contract may be changed or altered only by our
President or Secretary. Any change, modification or waiver must be made in
writing. This Contract may not be modified by us without your consent except as
may be required by applicable law or as set forth in this Contract.
ASSIGNMENT OF A CONTRACT: [A request in Good Order specifying the terms of an
assignment of a Contract must be provided to the Annuity Service Center. We are
under no obligation to verify the assignment's validity or sufficiency. We will
not be liable for any payment made or action taken before we record the
assignment. If any Owner is living on the Annuity Date and an assignment is in
effect on that date, we have the right to pay the Contract Surrender Value in
one lump sum to the assignee where notice in Good Order is received. Partial
assignments, collateral or otherwise, are not allowed without our approval. We
reserve the right to restrict or refuse any assignment.
An assignment which results in a change of ownership will affect the value of
the death benefit. Please see the section of the Contract entitled, "Death of
Last Survivor of Owner or Joint Owner During the Accumulation Period", for more
information.
We will not be responsible for the validity or tax consequences of any
assignment. Any assignment made after the death benefit has become payable will
be valid only with our consent.
If the Contract is assigned, your rights may only be exercised with the consent
of the assignee of record.]
NON-PARTICIPATING IN SURPLUS: This Contract does not share in any distribution
of our profits or surplus.
INCONTESTABILITY: We will not contest this Contract. We consider all statements
made in the application for this Contract to be representations, not warranties.
MISSTATEMENT OF AGE OR SEX: We may require proof of age of the Annuitant before
making any life contingent Annuity Payment provided for by this Contract. If the
age or sex of the Annuitant has been misstated, the amount payable will be the
amount that the Contract Value would have provided at the true age or sex. Once
Annuity Payments have begun, any underpayments, with interest at 5%, will be
made up in one sum with the next Annuity Payment, and overpayments, with
interest at 5%, will be deducted from the future Annuity Payments until the
total is repaid.
CONTRACT SETTLEMENT: This Contract must be returned to us upon any settlement.
REPORTS: We will send you a report four times each calendar year until the
Annuity Date showing your Contract Value and other relevant information about
your Contract. You may ask for a report like this at any time. But, except for
the four reports we send you during the year, we have the right to charge a fee
for each report. We will also furnish an annual report of the Separate Account.
These reports will be sent to your last known address.
TAXES: Any taxes, including any Premium Taxes and any other type of tax (or
component thereof) measured by or based upon any portion of the Purchase Payment
we receive, paid to any governmental entity will be charged against the Contract
Value. We will, in our sole discretion, determine when taxes have resulted from:
the investment experience of the Separate Account; receipt by us of the Purchase
Payment(s); or commencement of Annuity Payments. We may, at our discretion, pay
taxes when due and deduct that amount from the Contract Value at a later date.
Payment at an earlier date does not waive any right we may have to deduct
amounts at a later date. We reserve the right to establish a provision for
federal income taxes if we determine, in our sole discretion, that we will incur
a tax as a result of the operation of the Separate Account. We 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. We will deduct any withholding taxes required by applicable law.
EVIDENCE OF SURVIVAL: Before we make a payment, we have the right to require
proof of continued life and any other documentation we need to make a payment.
We can require this proof for any person whose life or death determines whether
or to whom we must make the payment.
PROTECTION OF PROCEEDS: No Beneficiary may commute, encumber, alienate or assign
any payments under this Contract before they are due. To the extent permitted by
law, no payments will be subject to the debts, contracts or engagements of any
Beneficiary or to any judicial process to levy upon or attach the same for
payment thereof.
VFLX--99 Page 16 [(A)]
<PAGE> 21
VALUES AND BENEFITS
Any values and death benefits that may be available under this Contract are not
less than the minimum benefits required by the law of any state in which this
Contract is delivered.
ANNUITY OPTION PAYMENT TABLES
AMOUNTS PAYABLE: For Options 1 and 2, we will use the tables below to compute
the minimum amount of the Annuity Option Payment.
If the Annuity Date is not a Contract Anniversary, we will adjust the amounts
accordingly.
The annuity payments in the Option 2 Table are based on the Annuitant's Adjusted
Age and sex. The Adjusted Age is the Annuitant's age last birthday when the
first Annuity payment is due, adjusted as shown in the Option 2 Table.
When we computed the amounts we show in the Option 2 Table, we adjusted the
Annuity 2000 Mortality Table to an age last birthday basis, less two years, and
we used an interest rate of 3% per year. If the age is over 80, the rate for age
80 will be used.
<TABLE>
<CAPTION>
OPTION 1 TABLE
MINIMUM AMOUNT OF
MONTHLY PAYMENT FOR
EACH $1,000, THE FIRST OPTION 2 TABLE
PAYABLE IMMEDIATELY Amount of Annuity Payment for
Number Monthly each $1,000 applied on the Annuity Date
of Years Payment Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C>
1 $84.47 41 $3.51 $3.35 61 $4.83 $4.49
2 42.86 42 3.55 3.39 62 4.94 4.58
3 28.99 43 3.59 3.43 63 5.05 4.68
4 22.06 44 3.64 3.46 64 5.17 4.79
5 45 3.69 3.50 65 5.29 4.90
46 3.74 3.54 66 5.42 5.01
6 15.14 47 3.79 3.59 67 5.55 5.14
7 13.16 48 3.84 3.63 68 5.69 5.27
8 11.68 49 3.90 3.68 69 5.84 5.40
9 10.53 50 3.96 3.73 70 5.99 5.55
10 9.61 51 4.02 3.79 71 6.15 5.70
52 4.08 3.84 72 6.31 5.86
11 8.86 53 4.15 3.90 73 6.48 6.03
12 8.24 54 4.22 3.96 74 6.65 6.20
13 7.71 55 4.29 4.02 75 6.82 6.38
14 7.26 56 4.37 4.09 76 6.99 6.57
15 6.87 57 4.45 4.16 77 7.17 6.77
58 4.54 4.24 78 7.34 6.96
16 6.53 59 4.63 4.32 79 7.52 7.16
17 6.23 60 4.73 4.40 80 7.69 7.36
18 5.96
19 5.73 Calendar Year in Which
20 5.51 First Payment is Done Adjusted Age
--------------------- ------------
21 5.32 Prior to 2010 Actual Age
22 5.15 2010 Through 2019 Actual Age minus 1
23 4.99 2020 Through 2029 Actual Age minus 2
24 4.84 2030 Through 2039 Actual Age minus 3
25 4.71 After 2039 Actual Age minus 4
Multiply the monthly amount
by 2.993 for quarterly,
5.963 for semi-annual or
11.839 for annual
</TABLE>
VFLX--99 Page 17 [(A)]
<PAGE> 22
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT. ANNUITY PAYMENTS AND VALUES
PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE
SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
VFLX--99 Page 18 [(A)]
