INDIVIDUAL FLEXIBLE PURCHASE PAYMENT VARIABLE DEFERRED ANNUITY CONTRACT
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             THIS CONTRACT IS ISSUED IN CONSIDERATION OF THE INITIAL PURCHASE
             PAYMENT. THIS IS A VARIABLE ANNUITY CONTRACT WITH ANNUITY PAYMENTS,
             CONTRACT VALUES AND BONUS VALUES INCREASING OR DECREASING DEPENDING
             ON THE EXPERIENCE OF THE VARIABLE ACCOUNT SHOWN ON THE CONTRACT
             SCHEDULE. WE WILL MAKE ANNUITY PAYMENTS AS SET FORTH IN THIS
             CONTRACT BEGINNING ON THE INCOME DATE. BENEFITS AVAILABLE UNDER
             THIS CONTRACT ARE NOT LESS THAN THOSE REQUIRED BY STATUTE OF THE
             STATE IN WHICH THIS CONTRACT IS DELIVERED.

             Signed for the Company at its home office on the Issue Date.

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

   /s/Wayne A. Robinson                           /s/Douglas P. Reynolds
      Wayne A. Robinson                              Douglas P. Reynolds
        Secretary                                       President


         RIGHT TO EXAMINE: THIS CONTRACT MAY BE RETURNED WITHIN 10 DAYS AFTER
         YOU RECEIVE IT. IT CAN BE MAILED OR DELIVERED TO EITHER US OR THE
         REPRESENTATIVE WHO SOLD IT. RETURN OF THIS CONTRACT BY MAIL IS
         EFFECTIVE ON BEING POSTMARKED, PROPERLY ADDRESSED AND POSTAGE PREPAID.
         WE WILL PROMPTLY REFUND THE CONTRACT VALUE IN STATES WHERE PERMITTED.
         THIS MAY BE MORE OR LESS THAN THE PURCHASE PAYMENTS AND IT WILL NOT
         INCLUDE ANY BONUS AMOUNTS. WE HAVE THE RIGHT TO ALLOCATE PURCHASE
         PAYMENTS AND ANY BONUS TO THE MONEY MARKET INVESTMENT OPTION UNTIL THE
         EXPIRATION OF THE RIGHT TO EXAMINE PERIOD. IF WE SO ALLOCATE PURCHASE
         PAYMENTS AND ANY BONUS, WE WILL REFUND THE GREATER OF THE PURCHASE
         PAYMENTS LESS ANY WITHDRAWALS AND ANY BONUS, OR THE CONTRACT VALUE.


             This is a legal contract between you and the Company.

                          READ YOUR CONTRACT CAREFULLY

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            [5701 GOLDEN HILLS DRIVE]
                          [MINNEAPOLIS, MN 55416-1297]

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                          GUIDE TO CONTRACT PROVISIONS
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   Contract Schedule......................................................3
   Definitions......................................................4, 5, 6
   Ownership...........................................................6, 7
   Purchase Payments......................................................7
   Bonus..................................................................8
   Variable Account..............................................  8, 9, 10
         Variable Account
         Accumulation Unit Value
         Mortality and Expense Risk Charge
         Contract Maintenance Charge
         Bonus Value
         Transfers
         Suspension or Deferral of Payments
   Withdrawals...........................................................10
   Annuity Provisions........................................... 11, 12, 13
   Death Benefit ............................................... 14, 15, 16
   General Provisions............................................... 16, 17
          Misstatement of Age or Sex
          Income Date
          Conditions for Termination of the Contract
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                                   DEFINITIONS
  ------------------------------------------------------------------------------

  This section provides the meaning of special terms used throughout this
  contract. Most of these terms are capitalized throughout this contract to help
  you easily recognize them. Provision titles, section titles, and terms used in
  the Contract Schedule are also capitalized for your convenience.

  COMPANY                  Allianz Life Insurance  Company of North  America.
                           The terms "we",  "our",  and "us" also refer to the
                           Company.

  OWNER                    The person(s) or non-individual entitled to the
                           ownership rights stated in this contract. The
                           terms "you" and "your" also refer to the Owner.
                           The term "Contract Owner" may also be used to
                           mean Owner in some endorsements or riders.

  ACCUMULATION PHASE       The period of time before you elect to apply the
                           entire Contract Value to Annuity Payments.

  ACCUMULATION PORTION     The part of the contract that is in the  Accumulation
                           Phase.  The  Accumulation  Portion begins on the

                           Issue Date and ends upon the earliest of the
                           following.
                              (a)       The Business Day before the Income Date
                                        if you take a Full Annuitization.
                              (b)       The Business Day we process your request
                                        for a full withdrawal.
                              (c)       Upon the death of any Owner, unless the
                                        contract is continued by the deceased
                                        Owner's spouse,the Accumulation Portion
                                        will terminate on the Business Day that
                                        the Service Center receives both due
                                        proof of death and an election of the
                                        death benefit payment option.


  ACCUMULATION UNIT         The units into which we convert amounts
                            invested in the subaccount(s) of your selected
                            Investment Option(s) during the Accumulation
                            Phase.

  ADJUSTED CONTRACT VALUE   The Contract Value less any deduction made that
                            is an amount equal to the applicable Premium Tax
                            paid by the Company.

  AGE                       The age as of the immediately preceding birthday
                            unless otherwise specified.

  ANNUITANT                 The natural person upon whose continuation of
                            life we base any Annuity Payments involving life
                            contingencies. The Annuitant is the person
                            designated by the Owner. The Annuitant is shown
                            on the Contract Schedule.

  ANNUITY OPTION            An arrangement under which Annuity Payments are made
                            under this contract.

  ANNUITY PAYMENTS          The series of payments made to you or any Payee you
                            name beginning on any Income Date.

  ANNUITY PHASE             The period of time beginning on the first Income
                            Date during which Annuity Payments are made.

  ANNUITY PORTION           The part of the contract  that is in the Annuity
                            Phase.  If you take Partial  Annuitizations,  you
                            may have  multiple  Annuity  Portions.  Each
                            Annuity  Portion  begins on an Income  Date and ends
                            upon the earliest of the following.
                              (a)       Under Annuity Options 1 and 3, the death
                                        of the last surviving Annuitant.
                              (b)       Under Annuity Options 2 and 4, the death
                                        of the last surviving Annuitant and the
                                        expiration of the guaranteed period, or
                                        payment of the lump sum payment of the
                                        remaining guaranteed Annuity Payments.
                              (c)       Under Annuity Option 5, death of the
                                        Annuitant and payment of any lump sum
                                        refund.

 ANNUITY RESERVE            The assets which support the Annuity Option you
                            have selected during the Annuity Phase.

 ANNUITY UNIT               The units into which we convert amounts
                            invested in the subaccount(s) of your selected
                            Investment Option(s) during the Annuity Phase.

 ASSUMED INVESTMENT RATE    The investment rate upon which we base variable
 (AIR)                      Annuity Payments.

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                             DEFINITIONS (CONTINUED)
  ------------------------------------------------------------------------------

  AUTHORIZED REQUEST            A  request  that is  received  by the  Service
                                Center  in  good  order  (that  is,  in a form
                                that is satisfactory to the Company).

  BENEFICIARY                   The designated person(s) or entity(ies) to whom
                                we will pay the death benefit under this
                                contract. You name the Beneficiary(ies) at
                                issue. You may later change the Beneficiary(ies)
                                by Authorized Request as described in the Change
                                of Beneficiary provision of this contract.

                                For jointly owned contracts, the surviving Joint
                                Owner is the sole primary Beneficiary. Spousal
                                Joint Owners may also name contingent
                                Beneficiaries. For tax reasons, non-spousal
                                Joint Owners cannot name contingent
                                Beneficiaries.

  BONUS VALUE                   The Bonus Value for any Business Day is
                                equal to the dollar value accumulated in the
                                Investment Choices excluding amounts applied to
                                Annuity Payments. The Bonus Value includes
                                unvested bonus amounts.

  BUSINESS DAY                  Each day on which the New York Stock
                                Exchange is open for trading, except when an
                                Investment Option does not value its shares. Our
                                Business Day closes when regular trading on the
                                New York Stock Exchange closes, which is usually
                                at 4:00 p.m. Eastern Time. We will process any
                                instructions received after the close of any
                                Business Day on the next Business Day.

  CONTRACT ANNIVERSARY          A 12-month anniversary of the Issue Date of this
                                contract.

  CONTRACT VALUE                The Contract Value for any Business Day is
                                equal to the total dollar value accumulated in
                                the investment choices under this contract,
                                excluding amounts applied to Annuity Payments
                                and any unvested bonus amounts.

  CONTRACT YEAR                 A period of 12 consecutive months. The
                                first Contract Year begins on the Issue Date,
                                and subsequent Contract Years begin on the
                                Contract Anniversary. All Contract Years end on
                                the day before the next Contract Anniversary.

  FULL ANNUITIZATON             The application of all of the
                                Adjusted Contract Value to Annuity Payments
                                according to the Annuity Options in this
                                contract and/or any attached endorsements or
                                riders.

  GENERAL ACCOUNT               Our general  investment  account which contains
                                all the assets of the Company with the exception
                                of the Variable Account and other separate
                                accounts.

  INCOME DATE                   A date that Annuity  Payments begin.  The date
                                Annuity  Payments are scheduled to begin is
                                shown on the Contract Schedule.

  INVESTMENT OPTIONS            The investment  choices available under the
                                Variable Account.  The Investment  Options are
                                shown on the Contract Schedule.

  ISSUE DATE                    The first day of this contract. It is also
                                the date when the first Contract Year begins.
                                The Issue Date is shown on the Contract Schedule
                                and determines the Contract Anniversaries, and
                                the beginning of each Contract Year.

  JOINT ANNUITANT               You can add a Joint Annuitant for the
                                Annuity Phase subject to our approval. If we
                                allow Joint Annuitants, we will base Annuity
                                Payments on the lives of both Joint Annuitants.

  JOINT OWNER                   A contract may be owned by Joint Owners.
                                Joint Owners have equal contract ownership
                                rights. Both Joint Owners must authorize the
                                exercise of these rights in writing unless
                                otherwise allowed by us. If Joint Owners are
                                named, all references to Owner shall mean Joint
                                Owners.

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                             DEFINITIONS (CONTINUED)
  ------------------------------------------------------------------------------

  NET ASSET VALUE               The value of a share an underlying
                                Investment Option, less any investment
                                management and portfolio administration fees and
                                expenses, as of the close of trading on a
                                Business Day.

  PARTIAL ANNUITIZATION         The application of a portion of
                                the Adjusted Contract Value to Annuity Payments
                                according to the Annuity Options in this
                                contract and/or any attached endorsements or
                                riders.

  PAYEE                         The person to whom Annuity Payments are made
                                payable.  Unless you designate  another Payee,
                                you will be the Payee of the Annuity Payments.

  PREMIUM TAX                   Any Premium Taxes owed by the Company to any
                                governmental entity.

  PURCHASE PAYMENT              Any payment made toward this contract.

  SERVICE CENTER                The office shown on the Contract Schedule
                                of this contract. All notices, requests and
                                Purchase Payments must be sent to the Service
                                Center.

  VARIABLE ACCOUNT              A separate  account we maintain to which a
                                portion of our assets have been  allocated for
                                this contract and  certain  other  variable
                                annuity  contracts.  The  Variable  Account  is
                                shown  on the  Contract Schedule.

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                                    OWNERSHIP
--------------------------------------------------------------------------------

 ASSIGNMENT OF THIS            You may assign or transfer all of your ownership
 CONTRACT                      rights of this contract. An Authorized Request
                               specifying the terms of an assignment of this
                               contract must be provided to the Service Center
                               and approved by us. We will record your
                               assignment. We will not be responsible for its
                               validity or effect, including tax consequences.
                               We will also not be liable for actions we take or
                               payments we make before we receive and record the
                               assignment.

                               Any assignment made after the death benefit has
                               become payable will be valid only with our
                               consent. If you assign this contract, you can
                               exercise your rights only with the written
                               consent of the assignee of record.

  CHANGE OF OWNERSHIP          You may change ownership of this contract to a
                               new Owner at any time subject to our approval.
                               The change is effective as of the date the
                               Authorized Request is signed, subject to our
                               underwriting guidelines at the time of the
                               request. We are not liable for any actions we
                               take before we receive the request. A change of
                               ownership will automatically revoke any prior
                               designation of Owner.

                               A change of ownership does not change the
                               existing designated Annuitant(s) or
                               Beneficiary(ies). The new Owner may request a
                               change of Annuitant(s) and/or Beneficiary(ies) by
                               providing an Authorized Request.

                               We will not be responsible for any tax
                               consequence of any such change.

  NON-INDIVIDUAL OWNERS        If the Contract is owned by a
                               non-individual, then we treat the Annuitant as
                               the Owner for purposes of any bonus, death
                               benefit, income benefit, or any endorsement or
                               rider.

                               We will use the Age of the Annuitant to determine
                               any death benefit or income benefit.

                               The term "non-natural owner" may also be used to
                               mean "non-individual owner" in any endorsement
                               and/or rider.

  CHANGE OF ANNUITANT          You may change the  Annuitant at any time before
                               the Income Date by an  Authorized  Request,
                               unless the Owner is a non-individual.


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                              OWNERSHIP (CONTINUED)
--------------------------------------------------------------------------------

  CHANGE OF BENEFICIARY        For solely owned contracts, you
                               may change the primary Beneficiary(ies) or
                               contingent Beneficiary(ies) at any time before
                               your death.

                               For jointly owned contracts the surviving Joint
                               Owner is the sole primary Beneficiary and cannot
                               be changed. However, if the Joint Owners are
                               spouses, you may change the contingent
                               Beneficiary(ies) at any time before your death.
                               For tax reasons we do not allow non-spousal Joint
                               Owner(s) to appoint contingent Beneficiaries.

                               Changes are subject to the rights of any
                               irrevocable Beneficiary(ies). You may change the
                               named Beneficiary(ies) by providing an Authorized
                               Request. The change will take effect as of the
                               date the Authorized Request is signed. If the
                               Authorized Request reaches our Service Center
                               after an Owner dies but before we make any
                               payment, the change will be valid. We will not be
                               liable for any payment we make or action we take
                               before the Service Center records the change.


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                                PURCHASE PAYMENTS
--------------------------------------------------------------------------------

  PURCHASE PAYMENTS            The initial Purchase Payment is due on
                               the Issue Date. We reserve the right to decline
                               any Purchase Payment. The Initial Purchase
                               Payment, Minimum Additional Purchase Payment and
                               the Maximum Total Purchase Payments allowed are
                               shown on the Contract Schedule.

  NO DEFAULT                   This contract will not be in default if you do
                               not make additional Purchase Payments.

  ALLOCATION OF PURCHASE       We allocate your Purchase Payment to one or more
  PAYMENTS                     of the Investment Options according to your
                               instructions. We will allocate bonus
                               amounts in the same way as the corresponding
                               Purchase Payment. However, we reserve the right
                               to allocate the initial Purchase Payment and
                               bonus amounts to the Money Market Investment
                               Option until the expiration of the Right to
                               Examine period. Unless you inform us otherwise,
                               we allocate additional Purchase Payments and
                               bonus amounts in the same manner as the initial
                               PurchasePayment.

                               All allocations of Purchase Payments and bonus
                               amounts are subject to the Allocation Guidelines
                               shown on the Contract Schedule. We guarantee that
                               you will be allowed to select at least five
                               Investment Options for such allocations.

L40530                                7
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                                      BONUS
--------------------------------------------------------------------------------

  BONUS                       As of the Business Day we receive your Purchase
                              Payment, we will credit each Purchase Payment
                              received before the older Owner's 81st birthday
                              with a bonus.

                              The bonus rate and vesting schedule are shown on
                              the Contract Schedule. We will credit the bonus
                              to this contract under the following terms.
                              (a)       Bonus amounts will become available for
                                        withdrawal, annuitization, or payment of
                                        the death benefit only when such amounts
                                        become vested. You will receive the
                                        benefit of the bonus in any guaranteed
                                        benefits that are based on Contract
                                        Value only as it becomes vested. You
                                        will not receive benefit of the bonus in
                                        any guaranteed benefits that are based
                                        on Purchase Payments.
                              (b)       All bonus amounts and gains or losses
                                        attributable to such amounts are treated
                                        as earnings under the contract for
                                        purposes of the withdrawal charge.
                              (c)       All gains and losses attributable to the
                                        bonus are part of the Contract Value and
                                        are always 100% vested.

                               We will pay all bonus amounts from the General
                               Account assets of the Company.

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                                VARIABLE ACCOUNT
--------------------------------------------------------------------------------

  VARIABLE ACCOUNT             The Variable Account is shown on the
                               Contract Schedule. 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 Account,
                               equal to reserves and other liabilities of your
                               contract and all other contracts issued through
                               the Variable Account, will not be charged with
                               liabilities arising out of any other business we
                               may conduct.

                               The Variable Account assets are divided into
                               subaccounts corresponding to the Investment
                               Options shown on the Contract Schedule. We may
                               add, substitute, or remove Investment Options
                               shown on the Contract Schedule. We may limit
                               further Purchase Payment allocations to an
                               Investment Option, or substitute subaccount
                               Accumulation Units of another Investment Option
                               for an Investment Option you previously selected,
                               subject to the requirements of applicable law.

  VALUATION OF ASSETS          Assets of the  subaccounts  will be valued at
                               their Net Asset Value on each Business Day,
                               except when an Investment Option does not value
                               its shares.

  ACCUMULATION UNITS           The Purchase Payments you allocate to the
                               Investment Options and any bonus amounts are
                               placed into subaccounts. Each subaccount invests
                               exclusively in one Investment Option.
                               Accumulation Units are used to account for all
                               amounts allocated to or withdrawn from the
                               Investment Options as a result of Purchase
                               Payments, bonus amounts, withdrawals, transfers,
                               Partial Annuitizations, or fees and charges.

                               The number of subaccount Accumulation Units is
                               determined by dividing the amount allocated to,
                               or withdrawn from, the subaccount by the dollar
                               value of one subaccount Accumulation Unit at the
                               end of the Business Day as of which the
                               transaction is processed at the Service Center.

                               Purchase Payments, bonus amounts, withdrawals and
                               transfers to or from a subaccount will result in
                               the increase or decrease in the number of
                               subaccount Accumulation Units.

  ACCUMULATION UNIT VALUE      The subaccount Accumulation Unit value
                               was initially arbitrarily set. Subsequent
                               subaccount Accumulation Unit values are
                               determined by multiplying the subaccount
                               Accumulation Unit value for the immediately
                               preceding Business Day by the subaccount's net
                               investment factor for the current Business Day.

                               The subaccount Accumulation Unit value may
                               increase or decrease from Business Day to
                               Business Day.

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                          VARIABLE ACCOUNT (CONTINUED)
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  NET INVESTMENT FACTOR         The net  investment  factor for a subaccount is
                                determined by dividing (a) by (b) and
                                multiplying  the result by [(1 - (c))] where:
                                (a) is equal to:
                                        (1)   the Net Asset Value of a
                                              subaccount at the end of the
                                              current Business Day;
                                        (2)   plus any dividend or capital
                                              gains declared on behalf of
                                              the subaccount that has an
                                              ex-dividend date after the
                                              immediately preceding Business
                                              Day and before the close of
                                              business on the current
                                              Business Day.
                                (b)     is equal to the Net Asset Value of the
                                        subaccount at the end of the immediately
                                        preceding Business Day.
                                (c)     is equal to :
                                        (1)   the Mortality and Expense Risk
                                              Charge as shown on the
                                              Contract Schedule for the
                                              current Business Day and any
                                              additional calendar days since
                                              the immediately preceding
                                              Business Day;
                                        (2)   plus a charge for any tax
                                              liability related to the
                                              contracts or the Variable
                                              Account.

 MORTALITY AND EXPENSE RISK     Each Business Day we deduct a Mortality and
 CHARGE                         Expense Risk Charge from the assets in each
                                subaccount that is equal, on an annual basis, to
                                the amount shown on the Contract Schedule. The
                                Mortality and Expense Risk Charge compensates
                                the Company for assuming the mortality and
                                expense risks under this contract.

  MORTALITY AND EXPENSE         We guarantee that the dollar amount of Annuity
  GUARANTEE                     Payments after the first will not be affected by
                                variations in mortality or expense experience.

  CONTRACT MAINTENANCE CHARGE   We may deduct an annual
                                Contract Maintenance Charge during both the
                                Accumulation and Annuity Phases. This charge is
                                shown on the Contract Schedule.

  BONUS VALUE                   We determine the Bonus Value in the
                                Variable Account by multiplying the number of
                                Accumulation Units in each subaccount by the
                                subaccount Accumulation Unit Value and then
                                adding these results together.

  TRANSFERS                     You may transfer all or a part of your interest
                                in an Investment Option to another Investment
                                Option by making an Authorized Request. Transfer
                                instructions apply equally to the Accumulation
                                Portion and any Annuity Portions of this
                                contract. You cannot make transfers within only
                                one portion of this contract. We reserve the
                                right to charge for transfers if the number of
                                free transfers exceeds the number shown on the
                                Contract Schedule. All transfers are subject to
                                the following criteria.
                                (a)     Any Transfer Fee that we may impose is
                                        shown on the Contract Schedule. We will
                                        deduct the Transfer Fee proportionately
                                        from the balance in the Investment
                                        Options from which you make the transfer
                                        if you transfer less than the entire
                                        amount in the Investment Options. If you
                                        transfer the entire amount in the
                                        Investment Options, then we will deduct
                                        the Transfer Fee from the amount
                                        transferred. If you are transferring
                                        from multiple Investment Options, we
                                        will consider the transfer as a single
                                        transfer for the purpose of any Transfer
                                        Fee.
                                (b)     We reserve the right to limit transfers
                                        until the expiration of the Right to
                                        Examine period.
                                (c)     Any transfer request must clearly
                                        specify:
                                        (1)  the amount you wish to transfer;
                                             and
                                        (2)  the investment choices that are to
                                             be affected.
                                (d)     After the Income Date, you cannot make
                                        transfers from a fixed Annuity Payment
                                        stream to a variable Annuity Payment
                                        stream.
                                (e)     After the Income Date you can make
                                        transfers from a variable Annuity
                                        Payment stream to establish a new fixed
                                        Annuity Payment stream. The number of
                                        Annuity Units canceled from a subaccount
                                        will be equal in value to the amount of
                                        Annuity Reserve transferred out of the
                                        subaccount. The amount transferred will
                                        purchase fixed Annuity Payments under
                                        the Annuity Option in effect based on
                                        the Annuitant's sex (where permitted)
                                        and Age at the time of the transfer.

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                          VARIABLE ACCOUNT (CONTINUED)
--------------------------------------------------------------------------------

  TRANSFERS (CONTINUED)         Your right to make transfers is subject
                                to modification if we determine, at our
                                sole discretion, that the exercise of the right
                                by one or more Owners is, or would be, to the
                                disadvantage of other Owners. We may apply
                                restrictions in any manner reasonably designed
                                to prevent any use of the transfer right which
                                we consider to be to the disadvantage of other
                                Owners, including rejecting a transfer request.
                                We may apply restrictions on transfers to or
                                from one or more of the Investment Options,
                                which could include, but are not limited to, the
                                following.
                                (a)     Requiring a minimum time period between
                                        each transfer.
                                (b)     Limiting the frequency of transfers.
                                (c)     Not accepting a transfer request from,
                                        or made on your behalf by, a third
                                        party.
                                (d)     Limiting the dollar amounts that an
                                        Owner may transfer between the
                                        Investment Options at any one time.
                                (e)     Not accepting transfer instructions
                                        other than by first class U.S. mail.
                                (f)     Prohibiting transfers into specific
                                        Investment Options.

                                We reserve the right to modify the transfer
                                provisions subject to applicable law at any time
                                and without prior notice to any party.

                                If you elect to use this transfer privilege, we
                                will not be liable for transfers made in
                                accordance with your instructions. We will
                                determine the number and value of the subaccount
                                Accumulation Units to be transferred as of the
                                end of the Business Day immediately following
                                our receipt of the Authorized Request for
                                transfer.

SUSPENSION OR DEFERRAL          The Company reserves the right to suspend or
OF PAYMENTS                     postpone payments from the Variable Account for
                                a withdrawal or transfer for any of the
                                following.
                                (a)     The New York Stock Exchange is closed,
                                        other than customary weekend and holiday
                                        closings.
                                (b)     Trading on the New York Stock Exchange
                                        is restricted.
                                (c)     An emergency exists as a result of which
                                        disposal of the Investment Option shares
                                        is not reasonably practicable or we
                                        cannot reasonably value the Investment
                                        Option shares.
                                (d)     During any other period when the
                                        Securities and Exchange Commission, by
                                        order, so permits for the protection of
                                        Owners.

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                                   WITHDRAWALS
--------------------------------------------------------------------------------

 FULL  AND PARTIAL              During the Accumulation Phase, you may, upon an
 WITHDRAWALS                    Authorized Request, make a full or partial
                                withdrawal from this contract. Withdrawals will
                                result in the cancellation of Accumulation Units
                                from each subaccount of your selected Investment
                                Options in the ratio that the value of each
                                subaccount bears to the total Contract Value.

                                The Company will pay the amount of any
                                withdrawal from the Variable Account within
                                seven days of receipt of an Authorized Request
                                unless the Suspension or Deferral of Payments
                                provision of this contract is in effect.

  WITHDRAWAL CHARGE             Upon a full or partial withdrawal of this
                                contract we may assess a Withdrawal Charge as
                                shown on the Contract Schedule. Under certain
                                circumstances, we allow withdrawals without the
                                Withdrawal Charge as set forth on the Contract
                                Schedule or any attached endorsements or riders.

  PARTIAL WITHDRAWAL            The minimum amount that you can take as a
                                partial withdrawal and the minimum Contract
                                Value that must remain in this contract after a
                                partial withdrawal is shown on the Contract
                                Schedule. Any request for a partial withdrawal
                                that would reduce the Contract Value below this
                                minimum will be treated as a request for a full
                                withdrawal.
L40530                                     10
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                         ANNUITY PROVISIONS
--------------------------------------------------------------------------------

  ANNUITIZATION                 Annuity  Payments  will depend on the  following
                                criteria.

                                (a)     The amount of Adjusted Contract Value
                                        applied to the Annuity Payments on the
                                        Income Date.
                                (b)     The Age of the Annuitant and any Joint
                                        Annuitant on the Income Date.
                                (c)     The sex of the Annuitant and any Joint
                                        Annuitant, where permitted.
                                (d)     The Annuity Option selected.

                                You can elect to receive Annuity Payments as
                                variable, or fixed, or a combination of both
                                variable and fixed Annuity Payments.

                                Variable  Annuity  Payments  will also depend on
                                the following.
                                (a)     The investment allocations that are in
                                        place on the Income Date.
                                (b)     The Assumed Investment Rate (AIR).
                                (c)     The mortality table shown on the
                                        Contract Schedule.
                                (d)     The future performance of your selected
                                        Investment Options.

                                Fixed Annuity Payments are guaranteed to be at
                                least equal to the Adjusted Contract Value,
                                divided first by $1000 and then multiplied by
                                the appropriate fixed Annuity Payment amount for
                                each $1000 of value for the Annuity Option
                                selected, as shown on the Contract Schedule.

  FULL  ANNUITIZATON            You may apply all of the Adjusted
                                Contract Value to Annuity Payments according to
                                the Annuity Provisions in this contract and/or
                                any attached endorsement or rider.

  PARTIAL ANNUITIZATION         The Annuitant must be the Owner for each Partial
                                Annuitization.   We   do   not   allow   Partial
                                Annuitizations for contracts that have Joint
                                Owners. We do not allow you to appoint a Joint
                                Annuitant for Partial Annuitizations.

                                You may take a Partial Annuitization by applying
                                only part of the Adjusted Contract Value to
                                Annuity Payments according to the Annuity
                                Provisions in this contract and/or any attached
                                endorsements or riders.

                                A Partial Annuitization will decrease the
                                amounts available for withdrawals, payments of
                                the death benefit, and any additional Annuity
                                Payments. Amounts applied to a Partial
                                Annuitization and Annuity Payments made under a
                                Partial Annuitization are not subject to a
                                Withdrawal Charge.

                                You can take one Partial Annuitization every 12
                                months. The maximum number of annuitizations we
                                allow at any one time is five. You cannot
                                allocate additional Adjusted Contract Value to
                                an existing stream of Annuity Payments. You also
                                cannot transfer amounts allocated to an Annuity
                                Portion back to the Accumulation Portion.

  ANNUITY UNITS                 On the Income Date, if you select variable
                                Annuity Payments, we purchase Annuity Units of
                                each subaccount for your selected Investment
                                Options. Thereafter, the number of Annuity Units
                                in each subaccount generally remains unchanged
                                unless you make a transfer.


                                We determine how many Annuity Units of each
                                subaccount to purchase as follows. We first
                                determine the amount of the initial variable
                                Annuity Payment. The initial variable Annuity
                                Payment is equal to (a) divided by $1,000, with
                                the result then multiplied by (b), where:
                                (a)     is the amount of Adjusted Contract Value
                                        applied to variable Annuity Payments;
                                        and
                                (b)     is the appropriate variable Annuity
                                        Payment amount for each $1,000 of value
                                        for the Annuity Option selected, as
                                        shown in the table on the Contract
                                        Schedule.
                                We then determine the amount of the initial
                                variable Annuity Payment that will come from
                                each of the subaccounts based on your most
                                recent allocation instructions. We determine the
                                number of Annuity Units to purchase for each
                                subaccount by dividing the amount of the initial
                                variable Annuity Payment that will come from
                                each subaccount by the subaccount's Annuity Unit
                                value on the Income Date.

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                         ANNUITY PROVISIONS (CONTINUED)
--------------------------------------------------------------------------------

  ANNUITY UNITS                 On each Business Day after the Income Date, we
 (CONTINUED)                    determine the value of a subaccount Annuity Unit
                                as follows.

                                We multiply the value of the Annuity Unit for
                                the immediately preceding Business Day by the
                                net investment factor for the current Business
                                Day and then divide by the assumed net
                                investment factor for the current Business Day.

                                The assumed net investment factor is equal to
                                one plus the AIR, adjusted to reflect the number
                                of calendar days that have elapsed since the
                                immediately preceding Business Day.

                                The AIR that we will use for variable Annuity
                                Payments is shown on the Contract Schedule. A
                                different value may be used with our permission.

                                All calculations will appropriately reflect the
                                variable Annuity Payment frequency selected.

                                On each subsequent variable Annuity Payment
                                date, the total variable Annuity Payment is the
                                sum of the variable Annuity Payments for each
                                Investment Option. The variable Annuity Payment
                                for each Investment Option is determined by
                                multiplying the number of subaccount Annuity
                                Units for the Investment Option by the
                                subaccount Annuity Unit value.

ANNUITY OPTION SELECTION        This contract provides for variable or fixed
                                Annuity Payments under one of the following
                                Annuity Options. The Company may make available
                                other payment options. You can select an Annuity
                                Option by an Authorized Request. You may select
                                and/or change the Annuity Option by an
                                Authorized Request, at least 30 days before any
                                Income Date.

 DEFAULT ANNUITY OPTION         If you do not select an Annuity Option by the
                                Income Date shown on the Contract Schedule, we
                                will make variable Annuity Payments to the Payee
                                under Annuity Option 2, a life annuity, with
                                monthly payments over five years guaranteed.

OPTION 1 - LIFE ANNUITY         We will make Annuity Payments during the life of
                                the Annuitant. The last payment will be the one
                                that is due before the Annuitant's death.

OPTION 2 - LIFE ANNUITY         We will make Annuity Payments during the life of
WITH PAYMENTS OVER 5, 10,       the Annuitant. If you take one single Full
15 OR 20 YEARS GUARANTEED       Annuitization and the Annuitant dies before the
                                end of the selected guaranteed period we will
                                continue to make Annuity Payments to the Payee
                                for the rest of the guaranteed period.
                                Alternatively, the Owner may elect to receive a
                                lump sum payment.

                                Under a Partial Annuitization, if the Annuitant
                                dies before the end of the selected guaranteed
                                period, we will make a lump sum payment to the
                                Beneficiary.

                                A lump sum payment under this Annuity Option is
                                equal to the present value of the remaining
                                guaranteed Annuity Payments, as of the date we
                                receive proof of the Annuitant's death and a
                                payment election form at our Service Center.

                                For variable Annuity Payments, we base the
                                remaining guaranteed Annuity Payments on the
                                current value of the Annuity Units and we use
                                the AIR to calculate the present value.

                                For fixed Annuity Payments, we calculate the
                                present value of the remaining guaranteed
                                Annuity Payments using the Statutory Calendar
                                Year Interest Rate based on the NAIC Standard
                                Valuation Law for Single Premium Immediate
                                Annuities corresponding to the Income Date.

                                We require due proof of the Annuitant's death
                                and return of this contract before we will make
                                any lump sum payment.

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                         ANNUITY PROVISIONS (CONTINUED)
--------------------------------------------------------------------------------

OPTION 3- JOINT AND LAST        We will make Annuity Payments during the joint
SURVIVOR ANNUITY                lifetimes of the Annuitant and the Joint
                                Annuitant. Upon the death of one Annuitant,
                                Annuity Payments to the Payee will continue
                                during the lifetime of the surviving Joint
                                Annuitant at a level of 100%, 75% or 50% of the
                                previous amount, as selected by the Owner. The
                                last payment will be the one that is due before
                                the last surviving Joint Annuitant's death.

                                This Annuity Option is not available for Partial
                                Annuitization.


OPTION 4 - JOINT AND LAST       We will make Annuity Payments during the joint
SURVIVOR ANNUITY WITH           lifetimes of the Annuitant and the Joint
PAYMENTS OVER 5, 10, 15 OR      Annuitant. Upon the death of one Annuitant,
20 YEARS GUARANTEED             Annuity Payments to the Payee will continue
                                during the lifetime of the surviving Joint
                                Annuitant at 100% of the amount that was paid
                                when both Annuitants were alive. However, if
                                both Joint Annuitants die before the end of the
                                selected guaranteed period, we will continue to
                                make Annuity Payments to the Payee for the rest
                                of the guaranteed period.

                                Alternatively, the Owner may elect to receive a
                                lump sum payment. This Annuity Option's lump sum
                                payment is equal to the present value of the
                                remaining guaranteed Annuity Payments as of the
                                date we receive due proof of the last surviving
                                Joint Annuitant's death at the Service Center.

                                For variable Annuity Payments, we base the
                                remaining guaranteed Annuity Payments on the
                                current value of the Annuity Units and we use
                                the AIR to calculate the present value.

                                For fixed Annuity Payments, we calculate the
                                present value of the remaining guaranteed
                                Annuity Payments using the Statutory Calendar
                                Year Interest Rate based on the NAIC Standard
                                Valuation Law for Single Premium Immediate
                                Annuities corresponding to the Income Date.

                                We require due proof of death of both Joint
                                Annuitants and return of this contract before we
                                will make any lump sum payment.

                                This Annuity Option is not available for Partial
                                Annuitization.

   OPTION 5 - REFUND LIFE       We will make Annuity Payments during the
   ANNUITY                      lifetime of the Annuitant; and the last payment
                                will be the one due before the Annuitant's
                                death. After the Annuitant's death, the Payee
                                may receive a lump sum refund.

                                For a fixed Annuity Payment, the amount of the
                                refund will equal the amount applied to this
                                Annuity Option minus the total of all Annuity
                                Payments made under this option.

                                For variable Annuity Payments, the amount of the
                                refund will depend on the current Investment
                                Option allocation and will be the sum of refund
                                amounts attributable to each Investment Option.
                                We calculate the refund amount for a given
                                Investment Option using the following formula:
                                (a) x {[(b) x (c) x (d)/(e)] - [(d) x (f)]},
                                where
                                (a)     is the Annuity Unit value of the
                                        subaccount for that Investment Option as
                                        of the Business Day when due proof of
                                        the Annuitant's death is received at the
                                        Service Center.
                                (b)     is the amount applied to variable
                                        Annuity Payments on the Income Date.
                                (c)     is the allocation percentage in that
                                        subaccount, in decimal form, as of the
                                        Business Day when due proof of the
                                        Annuitant's death is received at the
                                        Service Center.
                                (d)     is the number of Annuity Units used in
                                        determining each variable Annuity
                                        Payment attributable to that subaccount
                                        as of the Business Day when due proof of
                                        the Annuitant's death is received at the
                                        Service Center.
                                (e)     is the dollar value of first variable
                                        Annuity Payment.
                                (f)     is the number of variable Annuity
                                        Payments made since the Income Date.

                                We will base this calculation upon the
                                allocation of Annuity Units in-force as of the
                                Business Day when due proof of the Annuitant's
                                death is received at the Service Center. If the
                                total refund determined using the above
                                calculation is less than or equal to zero, no
                                refund payment is due.

L40530                                    13
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--------------------------------------------------------------------------------
                                  DEATH BENEFIT
--------------------------------------------------------------------------------

PAYMENT OF DEATH BENEFIT        The Company will require due proof of death,
DURING THE ACCUMULATION         selection of a death benefit payment option, and
PHASE                           any required governmental forms before we pay
                                any death benefit. Due proof of death will be
                                any one of the following.
                                (a)     A certified copy of the death
                                        certificate.
                                (b)     A decree of a court of competent
                                        jurisdiction as to the finding of death.
                                (c)     Any other proof satisfactory to the
                                        Company.

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

DEATH OF SOLE OWNER DURING      Upon the death of a sole Owner during the
THE ACCUMULATION PHASE          Accumulation Phase, we will pay a death benefit
                                to the Beneficiary.

                                If the Beneficiary is the spouse of the
                                decedent, he or she may elect instead to
                                continue the contract as described below in the
                                Continuation of Contract by Surviving Spouse
                                provision.

DEATH OF JOINT OWNER(S)         The surviving Joint Owner is the sole primary
DURING THE ACCUMULATION PHASE   Beneficiary on a jointly owned contract. Upon
                                the death of any Joint Owner during the
                                Accumulation Phase, the surviving Joint Owner
                                will receive the death benefit.

                                If the surviving Joint Owner is the spouse of
                                the decedent, he or she may elect instead to
                                continue the contract as described below in the
                                Continuation of Contract by Surviving Spouse
                                provision.

                                If the Joint Owners were spouses and the
                                surviving Joint Owner dies before receiving the
                                death benefit, we will pay the death benefit to
                                any contingent Beneficiaries. If the spousal
                                Joint Owners did not name any contingent
                                Beneficiaries we will pay the death benefit to
                                the estate of the Joint Owner who died last.

                                If the Joint Owners were not spouses and the
                                surviving Joint Owner dies before receiving the
                                death benefit, we will pay it to the estate of
                                the Joint Owner who died last.

CONTINUATION OF CONTRACT        During the Accumulation Phase, a surviving
BY SURVIVING SPOUSE             spouse who is either a surviving Joint Owner or
                                the Beneficiary of a sole Owner may elect to
                                continue this contract as a sole Owner, instead
                                of receiving payment of the death benefit. The
                                surviving spouse can continue the contract by
                                making an Authorized Request to the Service
                                Center before we pay the death benefit. We will
                                then adjust the Contract Value to equal the
                                death benefit if the death benefit is greater
                                than the Contract Value. We will make this
                                change as the end of the Business Day during
                                which we receive in good order at the Service
                                Center both due proof of death and an election
                                of the death benefit payment option. Any part of
                                the Contract Value in the Investment Options
                                will be subject to investment risk.

                                If the surviving spouse continues the contract,
                                he or she may exercise all the Owner's rights
                                under this contract, including naming a new
                                Beneficiary or Beneficiaries.

                                An election to continue the contract by a
                                surviving spouse who is either a surviving Joint
                                Owner or the Beneficiary of a sole Owner is not
                                treated as a distribution for tax purposes.

DEATH OF ANNUITANT DURING       No death benefit is payable upon the death of an
THE ACCUMULATION PHASE          Annuitant who was not an Owner. The Owner can
                                name a new Annuitant subject to our approval. If
                                the Owner is a non-individual we will treat the
                                death of the Annuitant as the death of the
                                Owner, we will pay a death benefit to the
                                Beneficiary, and another Annuitant cannot be
                                named.

L40530                                14
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                            DEATH BENEFIT (CONTINUED)
--------------------------------------------------------------------------------


TRADITIONAL DEATH BENEFIT       The death benefit is equal to the greater of (a)
AMOUNT DURING THE               or (b) less any deduction we make to reimburse
ACCUMULATION PHASE              ourselves for any applicable Premium Tax; where

                                (a)     is the Contract Value determined as of
                                        the end of the Business Day during which
                                        we receive in good order at the Service
                                        Center both due proof of death and an
                                        election of the death benefit payment
                                        option.
                                (b)     is the Traditional Death Benefit value,
                                        which is equal to the total of all
                                        Purchase Payments received reduced
                                        proportionately by:
                                        (1)       the percentage of Contract
                                                  Value taken as a withdrawal,
                                                  including any withdrawal
                                                  charge, for each withdrawal
                                                  taken. If your contract
                                                  includes the Lifetime Plus
                                                  Benefit Rider then withdrawals
                                                  include Lifetime Plus Payments
                                                  and any Excess Withdrawals;
                                                  and
                                        (2)       the percentage of Contract
                                                  Value applied to Annuity
                                                  Payments under a Partial
                                                  Annuitization, for each
                                                  Partial Annuitization taken.

                                Any part of the death benefit amount that had
                                been invested in the Variable Account remains in
                                the Variable Account until distribution begins.
                                From the time we determine the death benefit
                                until we make complete distribution, any amount
                                in the Variable Account will be subject to
                                investment risk, which is borne by the
                                Beneficiary.

                                If the Owner has not previously designated a
                                death benefit payment option, a Beneficiary must
DEATH BENEFIT PAYMENT           request that the death benefit be paid by one of
OPTIONS DURING THE              the payment options below.
ACCUMULATION PHASE
                                Option A - A lump sum payment of the death
                                benefit. We will not deduct the Contract
                                Maintenance Charge under this option.

                                Option B - Deferral of payment of the death
                                benefit for up to five years from the date of
                                the death of any Owner. We will assess the
                                Contract Maintenance Charge on each
                                Beneficiary's portion proportionately on each
                                Contract Anniversary. Any part of the death
                                benefit that is in the Variable Account will be
                                subject to investment risk, which is borne by
                                the Beneficiary.

                                Option C - Payment of the death benefit as an
                                Annuity Payment under an Annuity Option over the
                                lifetime of the Beneficiary or over a period not
                                extending beyond the life expectancy of the
                                Beneficiary. Distribution must begin within one
                                year of the date of death of the Owner or any
                                Joint Owner. We will continue to assess the full
                                Contract Maintenance Charge on each
                                Beneficiary's portion proportionately over the
                                Annuity Payments. Any part of the death benefit
                                applied to variable Annuity Payments will be
                                subject to investment risk, which is borne by
                                the Beneficiary.

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

                               If a lump sum payment is requested, we will pay
                               the amount from the Variable Account within seven
                               days of receipt of due proof of death and an
                               election of the death benefit payment option,
                               including any required governmental forms, unless
                               the Suspension or Deferral of Payments provision
                               in this contract is in effect.

DEATH OF OWNER                 Upon the death of a sole Owner, the Beneficiary
AND/OR ANNUITANT DURING        becomes the Owner. Upon the death of any Joint
THE ANNUITY PHASE              Owner, the surviving Joint Owner becomes the
                               sole Owner. We will not pay a death benefit in
                               either case, but any remaining Annuity Payments
                               to the Payee will continue as provided in the
                               Annuity Option(s) in effect.

                               If the decedent was an Annuitant and there is a
                               surviving Joint Annuitant, any remaining Annuity
                               Payments to the Payee will continue during the
                               lifetime of the Joint Annuitant, as provided by
                               the selected Annuity Option(s). We will not pay a
                               death benefit.

                               If the decedent was the only Annuitant, any
                               remaining Annuity Payments will continue as
                               provided for in the selected Annuity Option(s).
                               We will not pay a death benefit under Annuity
                               Options 1 through 4. However, there may be a lump
                               sum refund due to the Payee under Annuity Option
                               5. After all remaining Annuity Payments or lump
                               sum refunds have been paid, all Annuity Portions
                               of the contract will terminate.

L40530                                15
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                            DEATH BENEFIT (CONTINUED)
--------------------------------------------------------------------------------

                                This benefit will terminate on the earliest of
  CONDITIONS FOR                the following.
  TERMINATION OF THE            (a)     The Business Day before the Income Date
  TRADITIONAL DEATH                     that you take a Full Annuitization;
  BENEFIT                       (b)     The Business Day that the Traditional
                                        Death Benefit value and the Contract
                                        Value are both zero.

                                (c)     The Business Day that the Accumulation
                                        Portion terminates.
                                (d)     The Business Day that the Contract
                                        terminates.

--------------------------------------------------------------------------------
                               GENERAL PROVISIONS
--------------------------------------------------------------------------------

  ENTIRE CONTRACT               We have issued this contract in consideration of
                                the initial Purchase Payment. This contract, any
                                attached application, endorsements, or riders,
                                together are the entire contract.

  INCONTESTABILITY OF THIS      We will not contest this contract.
  CONTRACT

  MISSTATEMENT OF AGE OR SEX    We may require proof of Age of the Annuitant
                                before making any life contingent Annuity
                                Payment provided for in the Contract. If there
                                has been a misstatement of the Annuitant's Age
                                and/or sex, we will adjust the Annuity Payments
                                to the amount that would have been provided at
                                the correct Age and sex.

                                Once Annuity Payments have begun, any
                                underpayments will be made up in one sum with
                                the next Annuity Payment, and overpayments will
                                be deducted from the future Annuity Payments
                                until the total is repaid.

  ANNUAL REPORT                 We will send you a report at least once
                                each calendar year showing the Bonus Value and
                                Contract Value. This report will be sent to your
                                last known address.

  NO DIVIDENDS ARE PAYABLE      This is a nonparticipating contract. This
                                contract does not participate in our profits or
                                surplus.

  MODIFICATION OF CONTRACT      We may modify this contract in order to maintain
                                compliance with state and federal law. This
                                contract may be changed or altered only by our
                                President or our Secretary. A change or
                                alteration must be made in writing.

  INCOME DATE                   The Income Date must fall on the first day of
                                the calendar month. The earliest Income Date
                                that you can select is two years after the Issue
                                Date. The latest Income Date that you can select
                                is the later of the first day of the first
                                calendar month following the Annuitant's 90th
                                birthday or ten years from the Issue Date. The
                                Income Date will not be later than what is
                                permitted by applicable state or federal law.
                                You have the right to select the Income Date at
                                contract issue. Unless you select a different
                                Income Date, the Income Date shown on the
                                Contract Schedule is the latest Income Date
                                allowed for your contract. In order for Annuity
                                Payments to begin, you must make an Authorized
                                Request.

                                You can make an Authorized Request for a
                                different Income Date after the Issue Date. Any
                                such request is subject to our approval.

L40530                              16
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--------------------------------------------------------------------------------
                         GENERAL PROVISIONS (CONTINUED)
--------------------------------------------------------------------------------

  TAXES                        Taxes paid to any governmental entity will result
                               in an amount equivalent to the tax being charged
                               against the Contract Value. We will, in our sole
                               discretion, determine whether taxes have resulted
                               from the investment experience of the Variable
                               Account, our receipt 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. This will not waive any right we may have
                               to deduct previously paid 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 such tax as a
                               result of the operation of the Variable Account.
                               We will deduct for any income taxes incurred as a
                               result of the operation of the Variable Account
                               whether or not there was a provision for taxes
                               and whether or not it was sufficient.

                               We will deduct any withholding taxes from any
                               payment we make, as required by applicable law.

  PROTECTION OF PROCEEDS       No Beneficiary may commute, encumber,
                               alienate or assign any payment under this
                               contract before it is due. To the extent
                               permitted by law, no payment 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.

  EVIDENCE OF SURVIVAL         Where any benefits under this contract are
                               contingent upon a person being alive on a given
                               date, we may require proof satisfactory to us
                               that the condition has been met.

  CONDITIONS FOR TERMINATION   The contract will terminate when:
  OF THE CONTRACT              (a)     the Accumulation Portion terminates; and
                               (b)     all Annuity Portions terminate; and
                               (c)     all applicable death benefit payments
                                       have been made.

L40530                               17
<PAGE>


                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                            [5701 GOLDEN HILLS DRIVE]
                          [MINNEAPOLIS, MN 55416-1297]





         INDIVIDUAL FLEXIBLE PURCHASE PAYMENT VARIABLE DEFERRED ANNUITY
                                NON-PARTICIPATING
L40530