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                           LIFETIME PLUS BENEFIT RIDER
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This rider forms a part of the Base Contract to which it is attached and is
effective as of the Rider Effective Date. In the case of a conflict with any
provision in the Base Contract, the provisions of this rider will control.
Defined terms and contractual provisions are set forth in the Base Contract or
are added in this rider. This rider will terminate as indicated under the
"Conditions for Termination of the Lifetime Plus Benefit Rider" section.

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The Lifetime Plus Benefit is designed to provide a payment stream in the form of
partial withdrawals for life.
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                                DEFINITIONS
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DEFINITIONS Definitions specific to this rider that are not in the Base Contract
follow.

5% ANNUAL INCREASE              A calculation we use in determining the Benefit
                                Base under the Lifetime Plus Benefit.

5% ANNUAL INCREASE CAP          A calculation we use in determining the maximum
                                amount that we will increase the Benefit Base
                                under the Lifetime Plus Benefit.

BASE CONTRACT                   The contract to which this rider is attached.

BENEFIT ANNIVERSARY             A 12-month anniversary of the Benefit Date.

BENEFIT DATE                    The date you exercise the Lifetime Plus Benefit
                                and Lifetime Plus Payments begin. It is also the
                                date we establish the initial Lifetime Plus
                                Payment.

BENEFIT YEAR                    Any period of 12 months commencing with the
COVERED                         Benefit Date and each Benefit Anniversary
                                thereafter. PERSON(S) The person(s) on whose
                                lives we base Lifetime Plus Payments. We
                                determine the Covered Person(s) on the Rider
                                Effective Date.
                                For single Lifetime Plus Payments and:
                                (a)     solely owned contracts the Covered
                                        Person is the Owner.
                                (b)     contracts owned by a non-individual the
                                        Covered Person is the Annuitant.
                                (c)     jointly owned contracts you may be able
                                        to choose which Joint Owner is the
                                        Covered Person subject to the maximum
                                        age restriction for adding the Lifetime
                                        Plus Benefit to your contract. The
                                        maximum age is shown on the Contract
                                        Schedule.

                                For joint life Lifetime Plus Payments:
                                (a)     You and your spouse are the Covered
                                        Persons. Spouses must qualify as such
                                        under federal law until the Lifetime
                                        Plus Benefit terminates. If at any time
                                        before the Lifetime Plus Benefit
                                        terminates you are no longer spouses you
                                        must send us notice and remove a Covered
                                        Person from the contract. If one Covered
                                        Person dies before we receive notice
                                        that the Covered Persons are no longer
                                        spouses, then the Lifetime Plus Benefit
                                        will terminate and any Lifetime Plus
                                        Payments we were making will stop.
                                (b)     Under contracts that are not qualified
                                        under the tax code, spouses must be
                                        Joint Owners, or Annuitant and sole
                                        primary Beneficiary if the Owner is a
                                        non-individual.
                                (c)     Under contracts that are qualified under
                                        the tax code, one spouse must be the
                                        Owner, or Annuitant if the Owner is a
                                        non-individual, and the other spouse
                                        must be the sole primary Beneficiary.

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                             DEFINITIONS (CONTINUED)
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COVERED PERSON(S)               A person will no longer qualify as a Covered
(CONTINUED)                     Person and will be removed from the contract if
                                that person is no longer an Owner, Joint Owner,
                                Annuitant, or sole primary Beneficiary as
                                required above.

                                After we issue the Lifetime Plus Benefit you
                                cannot add a Covered Person or change Covered
                                Persons. You can remove a Covered Person if you
                                elect joint Lifetime Plus Payments. You can only
                                make this change once.

                                If you have not exercised the Lifetime Plus
                                Benefit you can request the removal of a Covered
                                Person within 30 days before a Contract
                                Anniversary by completing the appropriate form.
                                After the Benefit Date you can request the
                                removal of a Covered Person within 30 days
                                before a Benefit Anniversary by completing the
                                appropriate form. We will process your request
                                on the Contract Anniversary, or Benefit
                                Anniversary if applicable, that occurs
                                immediately after your request is received in
                                good order at our Service Center. If the
                                Contract Anniversary or Benefit Anniversary does
                                not occur on a Business Day we will process your
                                request on the next Business Day.

                                If you remove a Covered Person from your
                                contract, we will change the additional
                                Mortality and Expense Risk (M&E) Charge for
                                joint Lifetime Plus Payments to the additional
                                M&E Charge for single Lifetime Plus Payments
                                that is in effect for newly issued contracts as
                                of the date we process your request. We will
                                make this change only if this amount differs
                                from the current additional M&E Charge you are
                                paying.

                                If you remove a Covered Person after the Benefit
                                Date we will compare your current Lifetime Plus
                                Payment to a payment based on the appropriate
                                percentage for the remaining Covered Person's
                                current age and the current Contract Value as of
                                the Benefit Anniversary that we process your
                                removal request. The payment percentages and age
                                bands are shown on the Contract Schedule. If the
                                payment based on the appropriate percentage for
                                the remaining Covered Person's current age and
                                the Contract Value is greater, we will increase
                                your Lifetime Plus Payment to this new amount.

                                Joint Lifetime Plus Payments may not be
                                available for some contracts that are owned by a
                                non-individual.

EXCESS WITHDRAWAL               An additional withdrawal you take while you are
                                receiving Lifetime Plus Payments. An Excess
                                Withdrawal is subject to a withdrawal charge and
                                will reduce the Contract Value, future Lifetime
                                Plus Payments, and the Traditional Death Benefit
                                value, or the Quarterly Value Death Benefit
                                value if applicable. Any amount paid as part of
                                a required minimum distribution is not treated
                                as an Excess Withdrawal and is never subject to
                                a withdrawal charge.

LIFETIME PLUS PAYMENT           The payment we make to you under the Lifetime
                                Plus Benefit. Lifetime Plus Payments are based
                                on the ages and lifetimes of the Covered
                                Person(s).

QUARTERLY ANNIVERSARY           The day that occurs three, six, and nine
                                calendar months after the Issue Date or any
                                Contract Anniversary. Quarterly Anniversaries
                                also include Contract Anniversaries. If the
                                Quarterly Anniversary does not occur on a
                                Business Day, we will consider it to occur on
                                the next Business Day.

QUARTERLY ANNIVERSARY VALUE     A calculation we use in determining the Benefit
                                Base under the Lifetime Plus Benefit.

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                              LIFETIME PLUS BENEFIT
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EXERCISING THE LIFETIME         To exercise the Lifetime Plus Benefit all
PLUS BENEFIT                    Covered Person(s) must meet the age restrictions
                                shown on the Contract Schedule on the Benefit
                                Date and we must receive a Lifetime Plus Payment
                                election form at our Service Center. Lifetime
                                Plus Payments will begin on the Benefit Date.

                                If you exercise the Lifetime Plus Benefit, then
                                beginning on the Benefit Date:
                                (a)     Partial Annuitizations are no longer
                                        available.
                                (b)     You can no longer make additional
                                        Purchase Payments to the contract.
                                (c)     The free withdrawal privilege will no
                                        longer be available to you.
                                (d)     You can only change the ownership of the
                                        Base Contract if you elected joint
                                        Lifetime Plus Payments, and:
                                        1)     an Owner dies, and the spouse
                                               continues the contract, or
                                        2)     you remove a Covered Person from
                                               the Base Contract who is also a
                                               Joint Owner. In this case the
                                               remaining Covered Person must
                                               become the new sole Owner.
                                (e)     The additional M&E Charge for the
                                        Lifetime Plus Benefit will continue
                                        until the Lifetime Income Plus Benefit
                                        terminates or the Contract Value is
                                        fully depleted.
                                (f)     If you have the Quarterly Value Death
                                        Benefit Rider, the additional M&E Charge
                                        for the Quarterly Value Death Benefit
                                        will continue as long as the Quarterly
                                        Value Death Benefit value is greater
                                        than zero.
                                (g)     The Traditional Death Benefit value, or
                                        the Quarterly Value Death Benefit value
                                        if applicable, will no longer increase.
                                (h)     Each Lifetime Plus Payment and any
                                        Excess Withdrawal will reduce the
                                        Traditional Death Benefit value, or the
                                        Quarterly Value Death Benefit value, if
                                        applicable, proportionately by the
                                        percentage of Contract Value withdrawn,
                                        including any withdrawal charge.
                                (i)     The Contract Value will continue to
                                        fluctuate as a result of market
                                        performance.
                                (j)     Each Lifetime Plus Payment and any
                                        Excess Withdrawal will reduce the
                                        Contract Value on a dollar for dollar
                                        basis.

LIFETIME  PLUS PAYMENTS         We will base the initial Lifetime Plus Payment
                                on the Benefit Base and the age band of the
                                Covered Person, or younger Covered Person if you
                                elect joint Lifetime Plus Payments. The age
                                bands are shown on the Contract Schedule.
                                Lifetime Plus Payments are not subject to a
                                withdrawal charge.

                                On the Benefit Date and each subsequent Benefit
                                Anniversary, each Lifetime Plus Payment for the
                                Benefit Year is equal to the annual Lifetime
                                Plus Payment divided by the number of payments
                                you elected to receive each year. Each Lifetime
                                Plus Payment must meet the minimum shown on the
                                Contract Schedule. If the scheduled Lifetime
                                Plus Payment date does not fall on a Business
                                Day, we will make payment to you on the next
                                Business Day.

                                Once you exercise the Lifetime Plus Benefit you
                                cannot elect to stop your Lifetime Plus Payments
                                except by: (a) taking an Excess Withdrawal of
                                the entire remaining Contract Value, or (b)
                                requesting Annuity Payments under a Full
                                Annuitization based on the entire remaining
                                Contract Value.

                                Any Excess Withdrawal will reduce your Lifetime
                                Plus Payment proportionately by the percentage
                                of Contract Value withdrawn, including any
                                withdrawal charge. Taking an Excess Withdrawal
                                may cause Lifetime Plus Payments to stop, and
                                the Lifetime Plus Benefit to terminate. If you
                                take an Excess Withdrawal that reduces your
                                Lifetime Plus Payments so that it fails to meet
                                the minimum shown on the Contract Schedule, you
                                must take an Excess Withdrawal of the entire
                                Contract Value. Lifetime Plus Payments will then
                                stop, and the Lifetime Plus Benefit and the Base
                                Contract will terminate.

                                Once each Benefit Year you can change the
                                frequency of Lifetime Plus Payments for the
                                following Benefit Year. You must provide notice
                                of any requested change to the frequency of your
                                Lifetime Plus Payment to our Service Center at
                                least 30 days before the Benefit Anniversary. We
                                will change the payment frequency on the Benefit
                                Anniversary and the change will remain in effect
                                for the entire following Benefit Year.

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                        LIFETIME PLUS BENEFIT (CONTINUED)
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LIFETIME PLUS PAYMENTS          We will deduct each Lifetime Plus Payment
(CONTINUED)                     proportionately from the Investment Options. We
                                will continue to allocate the Contract Value
                                among the Investment Options according to your
                                instructions while the Lifetime Plus Benefit is
                                in effect. You can continue to make transfers
                                between the Investment Options while the
                                Lifetime Plus Benefit is in effect subject to
                                the provisions set out in the Transfers section
                                of the Base Contract and in the Asset Allocation
                                Rider.

                                 If you fully deplete your Contract Value, then
                                 you will continue to receive Lifetime Plus
                                 Payments until the Lifetime Plus Benefit
                                 terminates. If you take no Excess Withdrawals
                                 while the Lifetime Plus Benefit is in effect,
                                 then Lifetime Plus Payments will continue as
                                 follows.
                                (a)     For single Lifetime Plus Payments where
                                        the Contract is solely owned or owned by
                                        a non-individual, Lifetime Plus Payments
                                        continue until the death of the Covered
                                        Person.
                                (b)     For single Lifetime Plus Payments where
                                        the contract is jointly owned and the
                                        Joint Owners are not spouses, Lifetime
                                        Plus Payments continue until the death
                                        of any Joint Owner.
                                (c)     For single Lifetime Plus Payments where
                                        the contract is jointly owned by
                                        spouses, Lifetime Plus Payments continue
                                        until the death of any Joint Owner
                                        unless the surviving spouse is the
                                        Covered Person and elects to continue
                                        the contract. If a surviving spouse who
                                        is also the Covered Person continues the
                                        contract, Lifetime Plus Payments will
                                        continue until the death of the
                                        surviving Covered Person.
                                (d)     For joint Lifetime Plus Payments,
                                        Lifetime Plus Payments continue until
                                        the deaths of both Covered Persons. Upon
                                        the death of an Owner who was also a
                                        Covered Person, or the death of the
                                        Annuitant who is also a Covered Person
                                        if the contract is owned by a
                                        non-individual, if the surviving spouse
                                        continues the contract Lifetime Plus
                                        Payments will continue at 100% of the
                                        amount that we were paying when both
                                        Covered Persons were alive. If the
                                        surviving spouse instead elects to
                                        receive the death benefit in that
                                        situation, then Lifetime Plus Payments
                                        will stop.

THE BENEFIT BASE                 You can only access the Benefit Base by taking
                                 single or joint Lifetime Plus Payments.

                                 On the Benefit Date, the Benefit Base is equal
                                 to the greatest of:
                                 (a)   the Contract Value,
                                 (b)   the Quarterly Anniversary Value, or
                                 (c)   the 5% Annual Increase.

                                Beginning on the Benefit Date we will no longer
                                calculate the Quarterly Anniversary Value, the
                                5% Annual Increase or the 5% Annual Increase Cap
                                and they will all cease to exist.

AUTOMATIC ANNUAL PAYMENT        Beginning on the Benefit Date your Lifetime Plus
INCREASES TO THE LIFETIME       Payment will only increase through the automatic
PLUS PAYMENTS                   annual payment increase feature. We will apply
                                any annual payment increase on each Benefit
                                Anniversary after the Benefit Date. Annual
                                Payment increases are only available before the
                                older Covered Person's 91st birthday.

                                You will receive an increase to your Lifetime
                                Plus Payment if the Contract Value on the
                                current Benefit Anniversary is greater than the
                                Contract Value from one year ago. If the
                                Contract Value has increased we calculate the
                                percentage of growth between these two Contract
                                Values and increase your Lifetime Plus Payment
                                by this percentage.

                                You may also receive an annual payment increase
                                if the Covered Person, or younger Covered Person
                                in the case of joint Lifetime Plus Payments,
                                has:
                                (a)     crossed an age band on a Benefit
                                        Anniversary, as shown on the Contract
                                        Schedule, and
                                (b)     the new Lifetime Plus Payment percentage
                                        for that new age band when applied to
                                        the Contract Value as of the Benefit
                                        Anniversary results in a higher Lifetime
                                        Plus Payment.

                                 In this case, we will increase your Lifetime
                                 Plus Payment to this new value as of the
                                 Benefit Anniversary.

S40742                                4
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                        LIFETIME PLUS BENEFIT (CONTINUED)
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AUTOMATIC ANNUAL PAYMENT        Automatic annual payment increases are no longer
INCREASES TO THE LIFETIME       available after you fully deplete your Contract
PLUS PAYMENTS (CONTINUED)       Value.

                                If we apply an annual payment increase to your
                                Lifetime Plus Payment, we reserve the right to
                                change the additional M&E Charge for the
                                Lifetime Plus Benefit on every fifth Benefit
                                Anniversary. We can only make this change 60
                                days after any fifth Benefit Anniversary if you
                                received an annual payment increase on the
                                current Benefit Anniversary or any of the past
                                four Benefit Anniversaries.

                                If you have not received an increase to your
                                Lifetime Plus Payment on any of the past five
                                Benefit Anniversaries, we will not change the
                                additional M&E Charge for the Lifetime Plus
                                Benefit. If you received an increase on any of
                                the past five Benefit Anniversaries we will
                                change the additional M&E Charge for single or
                                joint Lifetime Plus Payments to the additional
                                M&E Charge that is in effect for a newly issued
                                contract as of the most recent fifth Benefit
                                Anniversary. We will make this change only if
                                this amount differs from the current additional
                                M&E Charge you are paying.

                                We will make any change as of the 60th day after
                                the most recent fifth Benefit Anniversary, or on
                                the next Business Day if the 60th day is not a
                                Business Day. Because we change the additional
                                M&E Charge, we will adjust the number of
                                Accumulation Units so that the Contract Value on
                                the 60th day will remain the same.

                                If this change decreases the additional M&E
                                Charge for the Lifetime Plus Benefit, then we
                                will make the change and send you a confirmation
                                letter.

                                If this change increases the additional M&E
                                Charge for the Lifetime Plus Benefit then we
                                will send you written notice of the intended
                                increase and provide you at least a 30-day
                                notice period to decline the increase. If you
                                decline the increase:
                                (a)     you will no longer be eligible to
                                        receive future annual payment increases
                                        to your Lifetime Plus Payments, and
                                (b)     your annual Lifetime Plus Payment amount
                                        will be equal to the annual amount that
                                        we established on the most recent fifth
                                        Benefit Anniversary. Your Lifetime Plus
                                        Payments will remain fixed at this level
                                        until the Lifetime Plus Benefit
                                        terminates, unless you take an Excess
                                        Withdrawal.

                                If you do not decline the increase during the
                                30-day notice period we will increase the
                                additional M&E Charge for the Lifetime Plus
                                Benefit. We guarantee that if we increase the
                                additional M&E Charge it will not exceed the
                                maximum additional M&E Charge for single or
                                joint Lifetime Plus Payments that is shown on
                                the Contract Schedule.



S40742                                  5
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                           QUARTERLY ANNIVERSARY VALUE
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QUARTERLY ANNIVERSARY VALUE     We only calculate the Quarterly Anniversary
                                Value before the older Covered Person's 91st
                                birthday and before you exercise the Lifetime
                                Plus Benefit. If you have not exercised the
                                Lifetime Plus Benefit before the older Covered
                                Person's 91st birthday, the Quarterly
                                Anniversary Value will cease to exist and the
                                Lifetime Plus Benefit will no longer be
                                available to you.

                                If the Rider Effective Date is the Issue Date,
                                the Quarterly Anniversary Value on the Issue
                                Date is equal to the Purchase Payment received
                                on the Issue Date.

                                If the Rider Effective Date occurs after the
                                Issue Date, the Quarterly Anniversary Value on
                                the Rider Effective Date is equal to the
                                Contract Value on that date.

                                On each Business Day we:
                                (a)     increase the Quarterly Anniversary Value
                                        by the amount of any additional Purchase
                                        Payments received that day, and
                                (b)     reduce the Quarterly Anniversary Value
                                        proportionately by the percentage of
                                        Contract Value applied to a Partial
                                        Annuitization or withdrawn that day,
                                        including any withdrawal charge.

                                 On each Quarterly Anniversary we process any
                                 increase or decrease to the Quarterly
                                 Anniversary Value due to a Purchase Payment
                                 received that day, or a Partial Annuitization
                                 or withdrawal taken that day, after we do the
                                 following calculation. On each Quarterly
                                 Anniversary the Quarterly Anniversary Value is
                                 equal to the greater of its value on the
                                 immediately preceding Business Day, or the
                                 Contract Value as of that Quarterly
                                 Anniversary.

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                               5% ANNUAL INCREASE
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5% ANNUAL INCREASE              We only calculate the 5% Annual Increase before
                                the older Covered Person's 91st birthday and
                                before you exercise the Lifetime Plus Benefit.
                                If you have not exercised the Lifetime Plus
                                Benefit before the older Covered Person's 91st
                                birthday, the 5% Annual Increase will cease to
                                exist and the Lifetime Plus Benefit will no
                                longer be available to you.

                                If the Rider Effective Date is the Issue Date
                                and you do not reset the 5% Annual Increase,
                                then the 5% Annual Increase on the Issue Date is
                                the Purchase Payment received on the Issue Date.

                                If the Rider Effective Date occurs after the
                                Issue Date or if you reset the 5% Annual
                                Increase, then the 5% Annual Increase on the
                                Rider Effective Date or reset anniversary is the
                                Contract Value as of the Rider Effective Date or
                                reset anniversary as applicable.

                                On each Business Day before the tenth Contract
                                Anniversary (or, if applicable, before the tenth
                                Contract Anniversary that occurs after the Rider
                                Effective Date or reset anniversary), we:
                                (a)     increase the 5% Annual Increase by the
                                        amount of any additional Purchase
                                        Payments received that day, and
                                (b)     reduce the 5% Annual Increase
                                        proportionately by the percentage of
                                        Contract Value applied to a Partial
                                        Annuitization or withdrawn that day,
                                        including any withdrawal charge.

                                 On each Contract Anniversary before the tenth
                                 Contract Anniversary (or, if applicable, before
                                 the tenth Contract Anniversary that occurs
                                 after the Rider Effective Date or reset
                                 anniversary) we process any increase or
                                 decrease to the 5% Annual Increase due to a
                                 Purchase Payment received that day, or a
                                 Partial Annuitization or withdrawal taken that
                                 day, after we do the following anniversary
                                 calculations.

S40742                               6
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                         5% ANNUAL INCREASE (CONTINUED)
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5% ANNUAL INCREASE      On the first Contract Anniversary of the Issue Date (or,
(CONTINUED)             if applicable, on the first Contract Anniversary that
                        occurs after the Rider Effective Date or reset
                        anniversary) the 5% Annual Increase is equal to:
                        b + [ 1.05 x (a - b) ], where:
                            a = the 5% Annual Increase as of the immediately
                                preceding Business Day.
                            b = Purchase Payments received during the last
                                Contract Year. If the Rider Effective Date is
                                the Issue Date and you did not reset the 5%
                                Annual Increase, then we will exclude any
                                Purchase Payments received within 90 days of the
                                Issue Date. We reduce each of these Purchase
                                Payments proportionately by the percentage of
                                Contract Value applied to a Partial
                                Annuitization or withdrawn, including any
                                withdrawal charge, for each annuitization or
                                withdrawal taken since we received that payment.

                        On the second through ninth Contract Anniversaries of
                        the Issue Date (or, if applicable, on the second through
                        ninth Contract Anniversaries that occur after the Rider
                        Effective Date or reset anniversary) the 5% Annual
                        Increase is equal to:
                        d + [ 1.05 x (c - d + (0.05 x e)) ], where:
                            c = the 5% Annual Increase as of the immediately
                                preceding Business Day.
                            d = Purchase Payments received during the last
                                Contract Year. We reduce each of these Purchase
                                Payments proportionately by the percentage of
                                Contract Value applied to a Partial
                                Annuitization or withdrawn, including any
                                withdrawal charge, for each annuitization or
                                withdrawal taken since we received that payment.
                            e = Purchase Payments received during the
                                Contract Year that began two years ago. If the
                                Rider Effective Date is the Issue Date and you
                                did not reset the 5% Annual Increase, then on
                                the second Contract Anniversary we will exclude
                                any Purchase Payments received within 90 days of
                                the Issue Date. We reduce each of these Purchase
                                Payments proportionately by the percentage of
                                Contract Value applied to a Partial
                                Annuitization or withdrawn, including any
                                withdrawal charge, for each annuitization or
                                withdrawal taken since we received that payment.

                        On each Business Day on or after the tenth Contract
                        Anniversary of the Issue Date (or, if applicable, on or
                        after the tenth Contract Anniversary after the Rider
                        Effective Date or reset anniversary) the 5% Annual
                        Increase is equal to the 5% Annual Increase Cap.

                        The 5% Annual Increase will never exceed the 5% Annual
                        Increase Cap.

5% ANNUAL INCREASE      We only calculate the 5% Annual Increase Cap before the
CAP                     older Covered Person's 91st birthday and before you
                        exercise the Lifetime Plus Benefit. If you have not
                        exercised the Lifetime Plus Benefit before the older
                        Covered Person's 91st birthday, the 5% Annual Increase
                        Cap will cease to exist and the Lifetime Plus Benefit
                        will no longer be available to you.

                        If the Rider Effective Date is the Issue Date and you do
                        not reset the 5% Annual Increase, then the 5% Annual
                        Increase Cap on the Issue Date is two times the Purchase
                        Payment received on the Issue Date.

                        If the Rider Effective Date occurs after the Issue Date
                        or if you reset the 5% Annual Increase, then the 5%
                        Annual Increase Cap on the Rider Effective Date or reset
                        anniversary is two times the Contract Value as of the
                        Rider Effective Date or reset anniversary as applicable.

S40742                                7
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                         5% ANNUAL INCREASE (CONTINUED)
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5% ANNUAL INCREASE CAP          On each Business Day we:
(CONTINUED)                     (a)     increase the 5% Annual Increase Cap by
                                        the amount of any additional Purchase
                                        Payments received that day, and
                                (b)     reduce 5% Annual Increase Cap
                                        proportionately by the percentage of
                                        Contract Value applied to a Partial
                                        Annuitization or withdrawn that day,
                                        including any withdrawal charge.

                                On each Contract Anniversary we process any
                                increase or decrease to the 5% Annual Increase
                                Cap due to a Purchase Payment received that day,
                                or a Partial Annuitization or withdrawal taken
                                that day, after we do the following anniversary
                                calculations.

                                If the Rider Effective Date is the Issue Date
                                and you do not reset the 5% Annual Increase,
                                then on the first Contract Anniversary the 5%
                                Annual Increase Cap is equal to the following.
                                (a)     Its value on the immediately preceding
                                        Business Day.
                                (b)     Plus any Purchase Payments received
                                        within 90 days of the Issue Date
                                        excluding the payment received on the
                                        Issue Date. We reduce each of these
                                        Purchase Payments proportionately by the
                                        percentage of Contract Value applied to
                                        a Partial Annuitization or withdrawn,
                                        including any withdrawal charge, for
                                        each annuitization or withdrawal taken
                                        since we received that payment.

                                On the second through tenth Contract
                                Anniversaries (or, if applicable, on the first
                                through tenth Contract Anniversaries that occur
                                after the Rider Effective Date or reset
                                anniversary) we calculate the 5% Annual Increase
                                Cap in the same way that we do on each Business
                                Day other than a Contract Anniversary.

                                On the eleventh and later Contract Anniversaries
                                (or, if applicable, on the eleventh and later
                                Contract Anniversaries that occur after the
                                Rider Effective Date or reset anniversary) the
                                5% Annual Increase Cap is equal to the
                                following.
                                (a)     Its value on the immediately preceding
                                        Business Day.
                                (b)     Plus any Purchase Payments received
                                        during the Contract Year that began
                                        eleven years ago. If the Rider Effective
                                        Date is the Issue Date and you did not
                                        reset the 5% Annual Increase, then on
                                        the eleventh Contract Anniversary only
                                        we exclude Purchase Payments received
                                        within 90 days of the Issue Date. We
                                        reduce each of these Purchase Payments
                                        proportionately by the percentage of
                                        Contract Value applied to a Partial
                                        Annuitization or withdrawn, including
                                        any withdrawal charge, for each
                                        annuitization or withdrawal taken since
                                        we received that payment.

RESETTING THE 5% ANNUAL         Before the older Covered Person's 81st birthday
INCREASE                        and before you exercise the Lifetime Plus
                                Benefit, you can reset the 5% Annual Increase to
                                equal the Contract Value. You can request a
                                reset within 30 days following a Contract
                                Anniversary by completing the appropriate form.
                                We will process your reset request as of the
                                immediately preceding Contract Anniversary after
                                your request is received in good order at our
                                Service Center. We call this Contract
                                Anniversary the reset anniversary. If the reset
                                anniversary does not occur on a Business Day we
                                will process your request on the next Business
                                Day.

                                When we process your reset request, we will
                                change the 5% Annual Increase to equal the
                                Contract Value as of the reset anniversary. We
                                will also increase the 5% Annual Increase Cap to
                                equal two times the Contract Value as of the
                                reset anniversary.

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                         5% ANNUAL INCREASE (CONTINUED)
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RESETTING THE 5% ANNUAL         If you reset the 5% Annual Increase, we will
INCREASE (CONTINUED)            change the additional M&E Charge for single or
                                joint Lifetime Plus Payments to equal the
                                additional M&E Charge that is in effect for a
                                newly issued contract as of the reset
                                anniversary. We will make this change only if
                                this amount differs from the current additional
                                M&E Charge you are paying.

                                We will change the additional M&E Charge on the
                                30th day following the reset anniversary, or the
                                next Business Day if the 30th day is not a
                                Business Day. We guarantee that if we increase
                                the additional M&E Charge it will not exceed the
                                maximum additional M&E Charge for single or
                                joint Lifetime Plus Payments that is shown on
                                the Contract Schedule. If we change the
                                additional M&E Charge we will adjust the number
                                of Accumulation Units so that the Contract Value
                                on the 30th day will remain the same.

                                You cannot request a reset of the 5% Annual
                                Increase:
                                (a)     on or after the older Covered Person's
                                        81st birthday,
                                (b)     on or after the Benefit Date that you
                                        exercise the Lifetime Plus Benefit,
                                (c)     on or after the Income Date that you
                                        take a Full Annuitization, or
                                (d)     if the 5% Annual Increase Cap is more
                                        than two times the Contract Value on the
                                        reset anniversary.

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

REMOVING THE LIFETIME PLUS      After the Rider Effective Date you can remove
BENEFIT RIDER FROM YOUR         the Lifetime Plus Benefit Rider from the
CONTRACT                        contract at any time before you exercise it. You
                                can request the removal of the rider within 30
                                days before a Contract Anniversary by completing
                                the appropriate form. We will process your
                                request on the Contract Anniversary, or on the
                                next Business Day if the Contract Anniversary is
                                not a Business Day, that occurs immediately
                                after your request is received in good order at
                                our Service Center. We call this date the Rider
                                Termination Date and it is shown on the Contract
                                Schedule Addendum.

                                If you remove the Lifetime Plus Benefit from
                                your contract, we will no longer assess the
                                additional M&E Charge for the Lifetime Plus
                                Benefit as of the Rider Termination Date.
                                Because we decrease the M&E Charge, we will
                                adjust the number of Accumulation Units so that
                                the Contract Value on the rider removal date
                                will remain the same.

                                If you remove the Lifetime Plus Benefit from the
                                contract, then it will no longer be available
                                for future selection.

CONDITIONS FOR TERMINATION      Before you exercise the Lifetime Plus Benefit it
OF THE LIFETIME PLUS BENEFIT    will terminate upon the earliest of the
                                following.
                                (a)     The Rider Termination Date if you remove
                                        the Lifetime Plus Benefit from the
                                        contract.
                                (b)     The date of death of all Covered
                                        Persons.
                                (c)     The older Covered Person's 91st
                                        birthday.
                                (d)     The Business Day before the Income Date
                                        that you take a Full Annuitization.
                                (e)     The Business Day we process your request
                                        for a full withdrawal.
                                (f)     The Business Day that the Base Contract
                                        terminates.

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                         GENERAL PROVISIONS (CONTINUED)
--------------------------------------------------------------------------------

Conditions for                  On or after the Benefit Date that you exercise
Termination of the              the Lifetime Plus Benefit it will terminate upon
Lifetime Plus Benefit           the earliest of the following.
(continued                      (a)     The Business Day you take an Excess
                                        Withdrawal of the entire Contract Value.
                                        If you take an Excess Withdrawal that
                                        reduces Lifetime Plus Payments to a
                                        level where we are unable to structure
                                        the Lifetime Plus Payment so that it is
                                        at least $100, you must take an Excess
                                        Withdrawal of the entire Contract Value.
                                (b)     The Business Day before the Income Date
                                        that you take a Full Annuitization.
                                (c)     For single Lifetime Plus Payments where
                                        the contract is solely owned or owned by
                                        a non-individual, the death of the
                                        Covered Person.
                                (d)     For single Lifetime Plus Payments where
                                        the contract is jointly owned and the
                                        Joint Owners are not spouses, the death
                                        of any Joint Owner.
                                (e)     For single Lifetime Plus Payments where
                                        the contract is jointly owned by
                                        spouses, the death of any Joint Owner
                                        unless the surviving spouse is the
                                        Covered Person and elects to continue
                                        the contract. If the surviving spouse
                                        who is also the Covered Person continues
                                        the contract, the Lifetime Plus Benefit
                                        will terminate with the death of the
                                        Covered Person.
                                (f)     For joint Lifetime Plus Payments, the
                                        deaths of both Covered Persons. If an
                                        Owner dies, or an Annuitant dies and if
                                        the contract is owned by a
                                        non-individual, the surviving spouse may
                                        elect to receive the death benefit.
                                        Lifetime Plus Payments will then stop
                                        and the Lifetime Plus Benefit will
                                        terminate 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.
                                (g)     The Business Day that the Base Contract
                                        terminates.

RIDER CHARGE                    The additional M&E Charge for this rider is
                                shown on the Contract Schedule or Contract
                                Schedule Addendum as applicable.

In all other respects the provisions, conditions, exceptions and limitations
contained in the Base Contract remain unchanged.

Signed for the Company at its home office.

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

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


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