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                                     [LOGO]
                       PROTECTIVE LIFE INSURANCE COMPANY
                              Nashville, Tennessee
                           (A Stock Insurance Company)


    INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT
                               (NON-PARTICIPATING)

Protective Life Insurance Company agrees to provide the benefits described in
this Contract.

                       THIS IS A VARIABLE ANNUITY CONTRACT

THE VALUE OF THIS CONTRACT AND THE ANNUITY INCOME PAYMENTS, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF THE PROTECTIVE VARIABLE ANNUITY SEPARATE ACCOUNT, IS
VARIABLE. NO MINIMUM VALUE IS GUARANTEED FOR AMOUNTS ALLOCATED TO THE SEPARATE
ACCOUNT.

                                 RIGHT TO CANCEL

YOU HAVE THE RIGHT TO RETURN THIS CONTRACT. You may cancel this Contract within
ten days after you receive it by returning the Contract to our administrative
office, or to the agent who sold the Contract, with a written request for
cancellation. Return of this Contract by mail is effective on being post-marked,
properly addressed and postage pre-paid. We will promptly return the Contract
Value plus any amount deducted for premium taxes. This amount may be more or
less than the Purchase Payments.


             /s/ John D. Johns                  /s/ Deborah J. Long

               John D. Johns                      Deborah J. Long
                 President                          Secretary


                            THIS IS A LEGAL CONTRACT
                                READ IT CAREFULLY

                             ADMINISTRATIVE OFFICE:
                        PROTECTIVE LIFE INSURANCE COMPANY
                             2801 Highway 280 South
                                 P. O. Box 10648
                         Birmingham, Alabama 35202-0648
                                 (800) 456-6330

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                                    SCHEDULE


CONTRACT NUMBER                                   EFFECTIVE DATE
{PVA20000001}                           {October 1, 1999}


OWNER                                             BIRTH DATE OF OWNER
{John J. Doe}                                     {November 5, 1953}


JOINT OWNER                             BIRTH DATE OF JOINT OWNER
{N/A}                                             {N/A}


ANNUITANT                                         BIRTH DATE OF ANNUITANT
{John J. Doe}                                     {November 5, 1953}


BENEFICIARY                                       ANNUITY COMMENCEMENT DATE
{As contained in our records}                     {November 5, 2038}


INITIAL PURCHASE PAYMENT: {$100,000.00}
<TABLE>
<S><C>
ANNUAL EFFECTIVE INTEREST RATE FOR THE FIXED ACCOUNT ON THE EFFECTIVE DATE:  {4.00%}

ANNUAL EFFECTIVE INTEREST RATE FOR DCA FIXED ACCOUNT 1 ON THE EFFECTIVE DATE:  {11.00%}

ANNUAL EFFECTIVE INTEREST RATE FOR DCA FIXED ACCOUNT 2 ON THE EFFECTIVE DATE:  {8.00%}
</TABLE>
BENEFIT PACKAGE: {Standard}

CONTRACT MAINTENANCE FEE: {$30}
The contract maintenance fee is deducted prior to the Annuity Commencement Date
on each Contract Anniversary and on any day that the Contract is surrendered
other than the Contract Anniversary. The contract maintenance fee will be
deducted from the Allocation Options in the same proportion as their values are
to the Contract Value. The contract maintenance fee will be waived by the
Company in the event the Contract Value or the aggregate Purchase Payments
reduced by surrenders equals or exceeds $50,000 on the date the contract
maintenance fee is to be deducted.

MORTALITY AND EXPENSE RISK CHARGE: {1.10%} per annum prior to the Annuity
Commencement Date, and {1.10%} per annum on or after the Annuity Commencement
Date.

ADMINISTRATION CHARGE: {0.15%} per annum.

TRANSFER FEE: {$25} per transfer in excess of 12 in any Contract Year.


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                                SURRENDER CHARGE

<TABLE>
<CAPTION>
    NUMBER OF FULL YEARS ELAPSED BETWEEN           SURRENDER CHARGE PERCENTAGE
   THE DATE PURCHASE PAYMENT WAS ACCEPTED
          AND THE DATE OF SURRENDER
<S>                                                <C>
                    0                                          {7%}

                    1                                          {6%}

                    2                                          {6%}

                    3                                          {5%}

                    4                                          {4%}

                    5                                          {3%}

                    6                                          {2%}

                    7+                                         {0%}
</TABLE>

               ALLOCATION OPTIONS AVAILABLE ON THE EFFECTIVE DATE

{PROTECTIVE LIFE GUARANTEED ACCOUNT}         {OPPENHEIMERFUNDS}
     {Fixed Account}                              {Aggressive Growth}
     {DCA Fixed Account 1}                        {Global Securities}
     {DCA Fixed Account 2}                        {Capital Appreciation}
                                                  {Main Street Growth & Income}
{GOLDMAN SACHS/PIC}                               {High Income}
     {International Equity}                       {Strategic Bond}
     {Small Cap Value}                            {Money Fund}
     {Capital Growth}
     {CORE U.S. Equity}                      {VAN KAMPEN LIFE INVESTMENT TRUST}
     {Growth and Income}                          {Emerging Growth}
     {Global Income}                              {Enterprise}
                                                  {Comstock}
{MASSACHUSETTS FINANCIAL SERVICES (MFS)}          {Growth and Income}
     {New Discovery}                              {Strategic Stock}
     {Emerging Growth}                            {Asset Allocation}
     {Research}
     {Growth With Income}                    {CALVERT}
     {Utilities}                                  {Social Small Cap Growth}
     {Total Return}                               {Social Balanced}
     {Growth Series}
                                             {VAN ECK}
                                                  {Worldwide Hard Assets}
                                                  {Worldwide Real Estate}


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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                         <C>
DEFINITIONS ................................................................  7

GENERAL PROVISIONS..........................................................  8
Entire Contract.............................................................  8
Modification of the Contract................................................  8
Incontestability ...........................................................  8
Assignment..................................................................  8
Notice......................................................................  8
Error in Age or Gender......................................................  9
Settlement..................................................................  9
Receipt of Payment..........................................................  9
Protection of Proceeds......................................................  9
Premium Tax ................................................................  9
Non-Participating ..........................................................  9
Minimum Values..............................................................  9
Application of Law..........................................................  9
Reports...................................................................... 9

PARTIES TO THE CONTRACT..................................................... 10
Company..................................................................... 10
Owner....................................................................... 10
Change of Owner............................................................. 10
Beneficiary................................................................. 10
Change of Beneficiary....................................................... 10
Annuitant................................................................... 10
Change of Annuitant......................................................... 10
Payee....................................................................... 10

PURCHASE PAYMENTS .......................................................... 11
Purchase Payment............................................................ 11
Allocation of Purchase Payments............................................. 11
No Default.................................................................. 11

GUARANTEED ACCOUNT ......................................................... 11
Guaranteed Account Value ................................................... 12

VARIABLE ACCOUNT............................................................ 12
General Description......................................................... 12
Sub-Accounts of the Variable Account........................................ 12
Variable Account Value...................................................... 13
</TABLE>

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<TABLE>
<S>                                                                         <C>
Accumulation Unit Values.................................................... 13
TRANSFERS................................................................... 14

SURRENDERS.................................................................. 15
Free Withdrawal Amount...................................................... 15
Determining the Surrender Charge............................................ 15
Suspension or Delay in Payment of Surrender................................. 15

DEATH BENEFIT............................................................... 16
Death of an Owner........................................................... 16
Death of the Annuitant...................................................... 16
Death Benefit............................................................... 16
Suspension of Payment....................................................... 17

ANNUITIZATION............................................................... 17
Annuity Commencement Date................................................... 17
Annuity Income Payments..................................................... 17
Fixed Income Payments....................................................... 17
Variable Income Payments.................................................... 17
Annuity Unit Values......................................................... 17
Selection of Annuity Options................................................ 18
Annuity Options............................................................. 18
Minimum Amounts............................................................. 19
Guaranteed Purchase Rates................................................... 19
Fixed Annuity Tables........................................................ 19
</TABLE>

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                                   DEFINITIONS

ACCUMULATION UNIT: A unit of measure used to calculate the value of a
Sub-Account prior to the Annuity Commencement Date.

ALLOCATION OPTION: Any account to which Purchase Payments may be allocated or
Contract Value transferred under this Contract.

ANNUITY COMMENCEMENT DATE: The date as of which the Contract Value, less
applicable premium tax, is applied to an Annuity Option.

ANNUITY OPTION: The payout option pursuant to which the Company makes annuity
income payments.

ANNUITY UNIT: A unit of measure used to calculate the amount of the variable
income payments.

ASSUMED INVESTMENT RETURN: The assumed annual rate of return used to calculate
the amount of the variable income payments.

CONTRACT ANNIVERSARY: The same month and day as the Effective Date in each
subsequent year of the Contract.

CONTRACT VALUE: Prior to the Annuity Commencement Date, the sum of the Variable
Account value and the Guaranteed Account value.

CONTRACT YEAR: Any period of 12 months commencing with the Effective Date or any
Contract Anniversary.

EFFECTIVE DATE: The date as of which the initial Purchase Payment is credited to
the Contract and the date the Contract takes effect, as shown on the Schedule.

FUND: Any investment portfolio in which a corresponding Sub-Account invests.

GUARANTEED ACCOUNT: Includes any Allocation Option we may offer with interest
rate guarantees.

PURCHASE PAYMENT: The amount(s) paid by the Owner and accepted by the Company as
consideration for this Contract.

QUALIFIED CONTRACTS: Contracts issued in connection with retirement plans that
receive favorable tax treatment under Sections 401, 403, 408, 408A or 457 of the
Internal Revenue Code.

SUB-ACCOUNT: A separate division of the Variable Account.


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SURRENDER VALUE: The amount available for a full surrender. It is equal to the
Contract Value minus any applicable surrender charge, contract maintenance fee
and premium tax.

VALUATION DAY: Each day on which the New York Stock Exchange is open for
business.

VALUATION PERIOD: The period which begins at the close of regular trading on the
New York Stock Exchange on any Valuation Day and ends at the close of regular
trading on the next Valuation Day.

VARIABLE ACCOUNT: The Protective Variable Annuity Separate Account, a separate
investment account of Protective Life.

WRITTEN NOTICE: A notice or request submitted in writing in a form satisfactory
to the Company that is received at the administrative office.


                               GENERAL PROVISIONS

ENTIRE CONTRACT - This Contract and its attachments, including the copy of your
Application and any endorsements and amendments, constitute the entire agreement
between you and us. All statements in the Application shall be considered
representations and not warranties.

MODIFICATION OF THE CONTRACT - No one is authorized to modify or waive any term
or provision of this Contract unless we agree to the modification or waiver in
writing and it is signed by our President, Vice-President or Secretary. We
reserve the right to change or modify the provisions of this Contract to conform
to any applicable laws, rules or regulations issued by a government agency, or
to assure continued qualification of the Contract as an annuity contract under
the Internal Revenue Code. We will send you a copy of the endorsement that
modifies the Contract, and where required we will obtain all necessary
approvals, including that of the Owner(s).

INCONTESTABILITY - We will not contest this Contract after it is issued.

ASSIGNMENT - You have the right to assign this Contract. We do not assume
responsibility for the assignment; any claim made under an assignment is subject
to proof of the nature and extent of the assignee's interest prior to payment by
us.

NOTICE - All instructions under this Contract and requests to change or assign
this Contract must be by Written Notice. The Written Notice is effective as of
the date it was signed, however, the Company is not


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responsible for following any instruction or making any change or assignment
before our receipt of the Written Notice.




ERROR IN AGE OR GENDER - When a benefit of this Contract is contingent upon any
person's age or gender, we may require proof of such. We may suspend payments
until proof is provided. When we receive satisfactory proof, we will make the
payments that were due during the period of suspension. Where the use of unisex
mortality rates is required, we will not determine or adjust benefits based upon
gender.

If after proof of age and gender (where applicable) is provided, it is
determined that the information you furnished was not correct, we will adjust
any benefit under this Contract to that which would be payable based upon the
correct information. If we have underpaid a benefit because of the error, we
will make up the underpayment in a lump sum. If the error resulted in an
overpayment, we will deduct the amount of the overpayment from any current or
future payment due under the Contract. Underpayments and overpayments will bear
interest at an annual effective interest rate of 3%.

SETTLEMENT - Benefits due under this Contract are payable from our
administrative office. The Owner may apply the settlement proceeds to any payout
option we offer for such payments at the time the election is made. Unless
directed otherwise in writing, we will make payments according to the Owner's
instructions as contained in our records at the time the payment is made. We
shall be discharged from all liability for payment to the extent of any payments
we make.

RECEIPT OF PAYMENT - If any Owner, Annuitant, Beneficiary or Payee is incapable
of giving a valid receipt for any payment, we may make such payment to whomever
has legally assumed his or her care and principal support. Any such payment
shall fully discharge us to the extent of that payment.

PROTECTION OF PROCEEDS - To the extent permitted by law and except as provided
by an assignment, no benefits payable under this Contract will be subject to the
claims of creditors.

PREMIUM TAX - Premium tax will be deducted, if applicable. Premium tax may be
deducted from the Purchase Payment(s) when accepted or from the Contract Value
upon a full or partial surrender, death or annuitization.

NON-PARTICIPATING - This Contract does not share in our surplus or profits, or
pay dividends.

MINIMUM VALUES - The values available under the Contract are at least equal to
the minimum values required in the state where the Contract is delivered.


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APPLICATION OF LAW - The provisions of the Contract are to be interpreted in
accordance with the laws of the state where the Contract is delivered, with the
Internal Revenue Code and with applicable regulations.

REPORTS - At least annually prior to the Annuity Commencement Date, we will send
to you at the address contained in our records a report showing the current
Contract Value and any other information required by law.

                             PARTIES TO THE CONTRACT

COMPANY - Protective Life Insurance Company, also referred to as "we", "us" and
"our".

OWNER - The person or persons who own the Contract and are entitled to exercise
all rights and privileges provided in the Contract. Two persons may own the
Contract together; they are designated as the Owner and the Joint Owner.
Individuals as well as non-natural persons, such as corporations or trusts, may
be Owners. The Owner is referred to as "you" and "your".

CHANGE OF OWNER - The Owner of this Contract may be changed by Written Notice
provided (1) any new Owner's 85th birthday is after the Effective Date, and (2)
any new Owner's 90th birthday is on or after the Annuity Commencement Date. For
a period of one year after any change of ownership involving a natural person,
the death benefit will equal the Contract Value.

BENEFICIARY - The person or persons who may receive the benefits of this
Contract upon the death of any Owner.
     PRIMARY - The Primary Beneficiary is the surviving Joint Owner, if any. If
     there is no surviving Joint Owner, the Primary Beneficiary is the person or
     persons designated by the Owner and named in our records.
     CONTINGENT - The Contingent Beneficiary is the person or persons designated
     by the Owner and named in our records to be Beneficiary if the Primary
     Beneficiary is not living.

If no Beneficiary designation is in effect or if no Beneficiary is living at the
time of an Owner's death, the Beneficiary will be the estate of the deceased
Owner. If any Owner dies on or after the Annuity Commencement Date, the
Beneficiary will become the new Owner.

CHANGE OF BENEFICIARY - Unless designated irrevocably, the Owner may change the
Beneficiary by Written Notice prior to the death of any Owner. An irrevocable
Beneficiary is one whose written consent is needed before the Owner can change
the Beneficiary designation or exercise certain other rights.

ANNUITANT - The person or persons on whose life annuity income payments may be
based. The Owner is the Annuitant unless the Owner designates another person as
the Annuitant.


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CHANGE OF ANNUITANT - The Owner may change the Annuitant by Written Notice prior
to the Annuity Commencement Date. However, if any Owner is not an individual the
Annuitant may not be changed. The new Annuitant's 90th birthday may not be
earlier than the Annuity Commencement Date in effect when the change of
Annuitant is requested.

PAYEE - The person or persons designated by the Owner to receive the annuity
income payments under the Contract. The Annuitant is the Payee unless the Owner
designates another party as the Payee. The Owner may change the Payee at any
time.

                                PURCHASE PAYMENTS

PURCHASE PAYMENT - Purchase Payments are payable at our administrative office.
They may be made by check payable to Protective Life Insurance Company or by any
other method we deem acceptable. Your initial Purchase Payment is shown on the
Schedule. We reserve the right not to accept any Purchase Payment.

Subsequent Purchase Payments may be accepted by the Company. No Purchase Payment
will be accepted within 7 years of the Annuity Commencement Date then in effect.
The minimum subsequent Purchase Payment we will accept is $100. The maximum
aggregate Purchase Payment(s) we will accept without prior administrative office
approval is $1,000,000.

ALLOCATION OF PURCHASE PAYMENTS - We will allocate your Purchase Payments to the
Allocation Options according to your instructions as contained in our records at
the time the Purchase Payment is accepted at our administrative office. Your
initial allocation instructions are on the Application. You may change your
allocation instructions at any time by Written Notice. Allocations must be made
in whole percentages.

NO DEFAULT - This Contract will not be in default if subsequent Purchase
Payments are not made.

                               GUARANTEED ACCOUNT

The Guaranteed Account includes the Fixed Account and the DCA Fixed Accounts,
which are each a part of the Company's general account. You may allocate some or
all of your Purchase Payments and may transfer some of your Contract Value to an
account within the Guaranteed Account, except that transfers may not be made
into the DCA Fixed Accounts. Amounts allocated to an account within the
Guaranteed Account earn interest from the date the funds are credited to the
account.

The interest rate we apply to Purchase Payments and transfers into the Fixed
Account is guaranteed for one year from the date the Purchase Payment or
transfer is credited to the account. When an interest rate guarantee expires, we
will set a new interest rate, which may not be the same as the interest rate
then in


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effect for Purchase Payments or transfers allocated to the Fixed Account. The
new interest rate is also guaranteed for one year.

We will systematically transfer Purchase Payments allocated to the DCA Fixed
Accounts to other Allocation Options in equal amounts over a designated period.
The interest rate we apply to Purchase Payments allocated to a DCA Fixed Account
is guaranteed for the period over which transfers are allowed from that DCA
Fixed Account.

We, in our sole discretion, establish the interest rates for each account in the
Guaranteed Account. We will not declare a rate that is less than an annual
effective interest rate of 3.00%. Because these rates vary from time to time,
allocations made to the same account within the Guaranteed Account at different
times may earn interest at different rates.

GUARANTEED ACCOUNT VALUE - Any time prior to the Annuity Commencement Date, the
Guaranteed Account value is equal to: (1) Purchase Payments allocated to the
Guaranteed Account; plus (2) amounts transferred into the Guaranteed Account;
plus (3) interest credited to the Guaranteed Account; minus (4) amounts
transferred out of the Guaranteed Account; minus (5) the amount of any
surrenders removed from the Guaranteed Account, including any applicable
surrender charges and premium tax; minus (6) fees deducted from the Guaranteed
Account. For the purposes of interest crediting, amounts deducted, transferred
or withdrawn from accounts within the Guaranteed Account will be separately
accounted for on a "first-in, first-out" (FIFO) basis.

                                VARIABLE ACCOUNT

GENERAL DESCRIPTION - The variable benefits under the Contract are provided
through the Protective Variable Annuity Separate Account, which is registered
with the Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940. We own the assets in the Variable Account. The
portion of the assets of the Variable Account equal to the reserves and other
contract liabilities with respect to the Variable Account are not chargeable
with the liabilities arising out of any other business we may conduct. The
income, gains and losses, both realized and unrealized, from the assets of the
Variable Account shall be credited to or charged against the Variable Account
without regard to any other income, gains or losses of the Company. We have the
right to transfer to our general account any assets of the Variable Account that
are in excess of such reserves and other liabilities.

SUB-ACCOUNTS OF THE VARIABLE ACCOUNT - The Variable Account is divided into a
series of Sub-Accounts. The Sub-Accounts available on the Effective Date are
listed on the Schedule. Each Sub-Account invests in shares of a corresponding
Fund. The income, dividends, and gains, if any, distributed from the shares of a
Fund will be reinvested by purchasing additional shares of that Fund at its net
asset value.

When permitted by law, we may:


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     (1)  create new variable accounts;
     (2)  combine variable accounts, including the Variable Account;
     (3)  add new Sub-Accounts to, or remove existing Sub-Accounts from the
          Variable Account, or combine Sub-Accounts;
     (4)  make new Sub-Accounts or other Sub-Accounts available to such classes
          of the Contracts as we may determine;
     (5)  add new Funds, or remove existing Funds;
     (6)  substitute a different Fund for any existing Fund if shares of a Fund
          are no longer available for investment, or if we determine that
          investment in a Fund is no longer appropriate in light of the purposes
          of the Variable Account;
     (7)  deregister the Variable Account under the Investment Company Act of
          1940 if such registration is no longer required;
     (8)  operate the Variable Account as a management investment company under
          the Investment Company Act of 1940 or as any other form permitted by
          law; and
     (9)  make any changes to the Variable Account or its operations as may be
          required by the Investment Company Act of 1940 or other applicable law
          or regulations.

The investment policy of the Variable Account will not be changed without
obtaining all necessary regulatory approvals.

The values and benefits of this Contract provided by the Variable Account depend
on the investment performance of the Funds in which the Sub-Accounts invests. We
do not guarantee the investment performance of the Funds. You bear the full
investment risk for amounts allocated or transferred to the Sub-Accounts.

We reserve the right to deduct taxes attributable to the operation of the
Variable Account.

VARIABLE ACCOUNT VALUE - At any time prior to the Annuity Commencement Date, the
Variable Account value is equal to: (1) Purchase Payments allocated to the
Variable Account; plus (2) amounts transferred into the Variable Account; plus
or minus (3) investment performance; minus (4) amounts transferred out of the
Variable Account; minus (5) the amount of any surrenders removed from the
Variable Account including any applicable surrender charges and premium tax;
minus (6) fees deducted from the Variable Account. The Variable Account value
also equals the total of the Sub-Account values.

Amounts allocated to the Variable Account, including, but not limited to
Purchase Payments and transfers, are used to purchase Accumulation Units of one
or more Sub-Accounts as directed by the Owner. To calculate the value of a
Sub-Account, we multiply the number of Accumulation Units attributable to each
Sub-Account by the Accumulation Unit value for that Sub-Account as of the
Valuation Period on which the value is being determined.


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Events that will result in the cancellation of an appropriate number of
Accumulation Units of a Sub-Account include, but are not limited to: (1)
transfers from a Sub-Account; (2) a full or partial surrender; (3) payment of
the death benefit; (4) annuitization; (5) the deduction of the contract
maintenance fee. Accumulation Units will be canceled as of the end of the
Valuation Period during which the transaction occurs.

ACCUMULATION UNIT VALUES - The Accumulation Unit value for each Sub-Account on
any Valuation Day is determined by multiplying the Accumulation Unit value on
the prior Valuation Day by the net investment factor for the Valuation Period.
The net investment factor is used to measure the investment performance of a
Sub-Account from one Valuation Period to the next. A net investment factor is
determined for each Sub-Account for each Valuation Period. The net investment
factor may be greater or less than one, so the value of an Accumulation Unit can
increase or decrease. The net investment factor for any Sub-Account for any
Valuation Period is determined by dividing (1) by (2) and subtracting (3),
where:


(1)  is the result of:

     a.   the net asset value per share of the Fund held in the Sub-Account,
          determined at the end of the current Valuation Period; plus

     b.   the per share amount of any dividend or capital gain distributions
          made by the Funds held in the Sub-Account, if the "ex-dividend" date
          occurs during the current Valuation Period.

(2)  is the net asset value per share of the Fund held in the Sub-Account,
     determined at the end of the most recent prior Valuation Period.

(3)  is a factor representing the mortality and expense risk charge and the
     administration charge for the number of days in the Valuation Period and a
     charge or credit for any taxes attributed to the investment operations of
     the Sub-Account, as determined by the Company.

                                    TRANSFERS

Prior to the Annuity Commencement Date, you may instruct us to transfer amounts
among the Allocation Options. You must transfer at least $100 or, if less, the
entire amount in the Allocation Option each time you make a transfer. If after
the transfer the amount remaining in any of the Allocation Options from which
the transfer is made is less than $100, we may transfer the entire amount
instead of the requested amount. We may also limit the number of transfers to no
more than 12 per year. For each additional transfer over 12 during each Contract
Year, we may charge a transfer fee as shown on the Schedule. The transfer fee,
if any, will be deducted from the amount being transferred.


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The maximum amount that may be transferred from the Fixed Account in any
Contract Year is the greater of (a) $2,500; or (b) 25% of the Contract Value in
the Fixed Account. Transfers into a DCA Fixed Account are not permitted.

The DCA Fixed Accounts are available only for Purchase Payments designated for
dollar cost averaging. Purchase Payments may not be allocated into any DCA Fixed
Account when that DCA Fixed Account value is greater than $0 and all amounts
must be transferred from a DCA Fixed Account prior to allocating a Purchase
Payment to that DCA Fixed Account. Any Purchase Payment allocated to a DCA Fixed
Account must include instructions regarding the number and frequency of the
dollar cost averaging transfers, and the Allocation Option(s) into which the
transfers are to be made. If transfers from a DCA Fixed Account are terminated,
we will transfer any amount remaining in that DCA Fixed Account into the Fixed
Account unless you have otherwise instructed us how to allocate the remaining
amount.

We reserve the right to limit amounts transferred into any account within the
Guaranteed Account.

                                   SURRENDERS

A full surrender of the Contract may be made any time prior to the Annuity
Commencement Date. Partial surrenders may be made prior to the Annuity
Commencement Date provided the Contract Value remaining after the surrender is
at least $2,000. The amount we pay upon a full or partial surrender is equal to
the Contract Value surrendered minus any applicable surrender charge, premium
tax and contract maintenance fee. We will withdraw amounts pro-rata from the
Allocation Options.

FREE WITHDRAWAL AMOUNT - During the first Contract Year you may withdraw an
amount equal to 15% of your initial Purchase Payments without incurring a
surrender charge. In any subsequent Contract Year you may withdraw, without
incurring a surrender charge, an amount equal to the greatest of: (1) the
earnings in your Contract as of the prior Contract Anniversary, if any; or, (2)
15% of your cumulative Purchase Payments as of the prior Contract Anniversary;
or, (3) 15% of the Contract Value as of the prior Contract Anniversary. This is
called the 'free withdrawal amount'. For the purpose of determining the free
withdrawal amount, earnings equal the Contract Value on the prior Contract
Anniversary minus Purchase Payments not previously assessed with a surrender
charge. Withdrawals in excess of the free withdrawal amount in any Contract Year
are subject to the surrender charge.

DETERMINING THE SURRENDER CHARGE - We calculate the surrender charge by first
allocating surrendered Contract Value in excess of any free withdrawal amount to
Purchase Payments not previously assessed with a surrender charge using a
"first-in, first-out" (FIFO) basis. We then allocate any remaining surrendered
Contract Value pro-rata to these Purchase Payments. The surrender charge is the
total of each of the allocated amounts of surrendered Contract Value multiplied
by its applicable surrender charge percentage, as shown on the Schedule. If the
surrendered Contract Value exceeds any free withdrawal amount and if no
surrendered Contract Value was allocated to Purchase Payments, the surrender
charge on the surrendered Contract Value is determined by applying the surrender
charge percentage associated with the most recent Purchase Payment we accepted.
The cumulative surrender


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<PAGE>

charges assessed will never exceed 8.5% of the total Purchase Payments accepted
by us under this Contract.

SUSPENSION OR DELAY IN PAYMENT OF SURRENDER - The Company may suspend or delay
the date of payment of a partial or full surrender from the Variable Account
value for any period:

     1)   when the New York Stock Exchange is closed; or
     2)   when trading on the New York Stock Exchange is restricted; or
     3)   when an emergency exists (as determined by the Securities and Exchange
          Commission) as a result of which: (a) the disposal of securities in
          the Variable Account is not reasonably practical; or (b) it is not
          reasonably practical to determine fairly the value of the net assets
          of the Variable Account; or
     4)   when the Securities and Exchange Commission, by order, so permits for
          the protection of security holders.

The Company may delay payment of a partial or full surrender from the Guaranteed
Account for up to six months where permitted.

                                  DEATH BENEFIT

DEATH OF AN OWNER - If any Owner dies before the Annuity Commencement Date and
while this Contract is in force, we will pay the death benefit, less any
applicable premium tax, to the Beneficiary. If any Owner dies on or after the
Annuity Commencement Date, the Beneficiary will become the new Owner and
remaining payments must be distributed at least as rapidly as under the Annuity
Option in effect at the time of the Owner's death.

DEATH OF THE ANNUITANT - If the Annuitant is not an Owner and dies prior to the
Annuity Commencement Date, the Owner will become the new Annuitant unless the
Owner designates otherwise. If any Owner is not an individual, the death of the
Annuitant will be treated as the death of an Owner.

DEATH BENEFIT - The death benefit will be determined as of the end of the
Valuation Period during which we receive due proof of death. The death benefit
will equal the greater of: (1) the Contract Value; or (2) aggregate Purchase
Payments less aggregate amounts surrendered. Only one death benefit is payable
under this Contract, even though the Contract may, in some circumstances,
continue beyond the time of an Owner's death.

The death benefit may be taken in one sum immediately and the Contract will
terminate. If the death benefit is not taken in one sum immediately, the death
benefit will become the new Contract Value as of the end of the Valuation Period
during which we receive due proof of death and the entire interest in the
Contract must be distributed under one of the following options:

     (1)  the entire interest must be distributed over the life of the
          Beneficiary, or over a period not extending beyond the life expectancy
          of the Beneficiary, with distribution beginning within one year of the
          Owner's death; or,


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IPV-2048V                                                                  12/99
<PAGE>

     (2)  the entire interest must be distributed within 5 years of the Owner's
          death.

If the Beneficiary is the deceased Owner's spouse, the surviving spouse may
elect, in lieu of receiving a death benefit, to continue the Contract and become
the new Owner, provided the deceased Owner's spouse's 85th birthday is after the
Effective Date and 90th birthday is after the Annuity Commencement Date then in
effect. The surviving spouse may select a new Beneficiary. Upon this spouse's
death, the Beneficiary may take the death benefit in one sum immediately and the
Contract will terminate. If the death benefit is not taken in one sum
immediately, the death benefit will become the new Contract Value as of the end
of the Valuation Period during which we receive due proof of death and must be
distributed to the new Beneficiary according to either paragraph (1) or (2),
above.

If there is more than one Beneficiary, the foregoing provisions apply to each
Beneficiary individually.

The death benefit provisions of this Contract shall be interpreted to comply
with the requirements of Section72(s) of the Internal Revenue Code. We reserve
the right to endorse this Contract, as necessary, to conform with regulatory
requirements. We will send you a copy of any endorsement containing such
Contract modifications.

SUSPENSION OF PAYMENT - Payment of the death benefit may be suspended or delayed
under the circumstances described in the provision "Suspension or Delay in
Payment of Surrender".

                                  ANNUITIZATION

ANNUITY COMMENCEMENT DATE - On the Effective Date, the Annuity Commencement Date
is the later of: (1) the oldest Owner's or Annuitant's 90th birthday, or (2) the
10th Contract Anniversary. It is shown on the Schedule. The Owner may change the
Annuity Commencement Date by Written Notice. The proposed Annuity Commencement
Date must be at least 30 days beyond the date the written request is received by
the Company, and at least 7 years after the most recent Purchase Payment. The
new Annuity Commencement Date may not be later than: (1) the oldest Owner's or
Annuitant's 90th birthday, or (2) the 10th Contract Anniversary.

On the Annuity Commencement Date, we will apply your Contract Value, less any
applicable premium tax, to the Annuity Option you have selected to determine an
annuity income payment.

ANNUITY INCOME PAYMENTS - You may elect to receive a fixed income payment, a
variable income payment, or a combination of both using the same Annuity Option
and certain period.

FIXED INCOME PAYMENTS - Fixed income payments are periodic payments from the
Company to the designated Payee, the amount of which is fixed and guaranteed by
the Company. It is not in any way dependent upon the investment experience of
the Variable Account.


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IPV-2048V                                                                  12/99
<PAGE>

VARIABLE INCOME PAYMENTS - Variable income payments are periodic payments from
the Company to the designated Payee, the amount of which varies from one payment
to the next as a reflection of the net investment experience of the
Sub-Account(s) you select to support the payments.

Using an Assumed Investment Return of 5%, we determine the dollar amount of the
variable income payment as if a payment were to be made on the Annuity
Commencement Date. However, no payment is actually made on that date. We then
allocate that dollar amount among the Sub-Accounts you selected to support your
variable income payments. Based on the Annuity Unit values of the selected
Sub-Accounts on that date, we determine the number of Annuity Units attributable
to each Sub-Account. The number of Annuity Units attributable to each
Sub-Account remains constant unless there is a transfer of Annuity Units between
Sub-Accounts.

To calculate the amount of each variable income payment, we multiply the number
of Annuity Units attributable to each Sub-Account by the Annuity Unit value for
that Sub-Account as of the Valuation Period on which the payment is being
determined. We then total results of these calculations for each Sub-Account.

ANNUITY UNIT VALUES - The Annuity Unit value of each Sub-Account for any
Valuation Period is equal to (1) multiplied by (2) divided by (3) where:

     (1)  is the net investment factor for the Valuation Period for which the
          Annuity Unit value is being calculated using the mortality and expense
          risk charge and the administration charge shown on the Schedule.

     (2)  is the Annuity Unit value for the preceding Valuation Period: and

     (3)  is a daily Assumed Investment Return factor adjusted for the number of
          days in the Valuation Period.

You may transfer Annuity Units between Sub-Accounts. This is done by converting
Annuity Units of a Sub-Account into a dollar amount using the Annuity Unit value
for that Sub-Account on the Valuation Period during which the transfer occurs
and reconverting that dollar amount into the appropriate number of Annuity Units
of another Sub-Account using its Annuity Unit value for the same Valuation
Period. Thus, on the date of the transfer, the dollar amount of the portion of a
variable income payment generated from the Annuity Units of either Sub-Account
would be the same. Only one transfer between Sub-Accounts is allowed in any
calendar month, and no transfers are allowed involving the Guaranteed Account.

SELECTION OF ANNUITY OPTIONS - You may select an Annuity Option, or change your
selection by Written Notice received by the Company not later than 30 days
before the Annuity Commencement Date. If you have not selected an Annuity Option
within 30 days of the Annuity Commencement Date, we will apply your Contract
Value to Option B - Life Income with Payments for a 10 Year Certain Period, with
the


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IPV-2048V                                                                  12/99
<PAGE>

Variable Account value used to purchase variable income payments and the
Guaranteed Account value used to purchase fixed income payments.

ANNUITY OPTIONS - You may select from among the following Annuity Options:

OPTION A - PAYMENTS FOR A CERTAIN PERIOD: Payments will be made for the period
you select. No certain period may be longer than 30 years. Payments under this
Annuity Option do not depend on the life of an Annuitant. Fixed income payments
under Option A may not be surrendered, but you may fully surrender variable
income payments under Option A.

OPTION B - LIFE INCOME WITH OR WITHOUT A CERTAIN PERIOD: Payments are based on
the life of an Annuitant. We reserve the right to demand proof that the
Annuitant(s) is living prior to making any income payment. If you elect to
include a certain period, payments will be made for the lifetime of the
Annuitant, with payments guaranteed for the certain period you select. No
certain period may be longer than 30 years. Payments stop at the end of the
selected certain period or when the Annuitant(s) dies, whichever is later. If no
certain period is selected, payments will stop upon the death of the
Annuitant(s). Neither fixed nor variable income payments under Option B may be
surrendered.

ADDITIONAL OPTION: The Contract Value, less applicable premium tax, may be used
to purchase any annuity contract that we offer on the date this option is
elected.

MINIMUM AMOUNTS - If your Contract Value is less than $5,000 on the Annuity
Commencement Date, we reserve the right to pay the Contract Value in one lump
sum. If at any time your annuity income payments are less than the minimum
payment amount according to the Company's rules then in effect, we reserve the
right to change the frequency of your income payments to an interval that will
result in a payment amount at least equal to the minimum.

GUARANTEED PURCHASE RATES - The guaranteed interest basis, which is not
applicable to variable income payments, is 3%. The mortality basis is the 1983
Individual Annuitant Mortality Table A projected 14 years. One year will be
deducted from the attained age of the Annuitant for every 3 completed years
beyond the year 1997. Upon request, we will furnish you the guaranteed purchase
rates for ages and periods not shown below. Annuity benefits available on the
Annuity Commencement Date will not be less than those provided by the
application of an equivalent amount to the purchase of a single premium
immediate annuity contract offered by us on the Annuity Commencement Date to the
same class of Annuitants for the same Annuity Option.

                              FIXED ANNUITY TABLES

     OPTION A TABLE                                         OPTION B TABLE
     --------------                                         --------------

     Payments for a                                           Life Income


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IPV-2048V                                                                  12/99
<PAGE>

     Certain Period                                         with or without a
                                                             Certain Period
<TABLE>
<CAPTION>
                                                                               LIFE WITH 10 YEAR
                                                   LIFE ONLY                     CERTAIN PERIOD
                                               ------------------              -----------------
         MONTHLY           AGE OF
YEARS    PAYMENT          ANNUITANT            MALE        FEMALE               MALE    FEMALE
-----    -------          ---------            ----        ------               ----    ------
<S>      <C>              <C>                 <C>          <C>                 <C>      <C>
    5      17.91             60                4.77         4.25                4.68        4.21
   10       9.61             65                5.46         4.78                5.28        4.70
   15       6.87             70                6.44         5.53                6.03        5.36
   20       5.51             75                7.79         6.63                6.90        6.21
   25       4.71             80                9.70         8.26                7.81        7.22
   30       4.18             85 &             12.38        10.70                8.60        8.20
                             over
</TABLE>

These tables illustrate the minimum fixed monthly annuity payments rates for
each $1,000 applied.




    INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT
                                NON-PARTICIPATING


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IPV-2048V                                                                  12/99