<PAGE>

                                EXHIBIT (4)(p)
                                --------------



                               GROUP CERTIFICATE
<PAGE>

[LOGO] PFL Life Insurance Company

       A Stock Company
       Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
       (Hereafter called the Company, we, our or us)          (319) 398-8511


                          ANNUITANT: JEROME R SIEGEL

                     CERTIFICATE OWNER(S): PAINEWEBBER FBO


                        CERTIFICATE NUMBER: 07 -109740

                       CERTIFICATE DATE: October 23, 1995

                                    WE AGREE

 .    To provide annuity payments as set forth in Section 10 of this Certificate,

 .    Or to pay withdrawal benefits in accordance with Section 5 of this
     Certificate,

 .    Or to pay death proceeds in accordance with Section 9 of this Certificate.

Withdrawals, transfers and amounts applied to a Payment Option may be subject to
an Excess Interest Adjustment in accordance with Sections 5, 8, and 10,
respectively, of this Certificate.

These agreements are subject to the provisions of this Certificate. This
Certificate is issued in consideration of the enrollment form, or information
provided in lieu thereof, and payment of the premiums as provided.

This Certificate may be applied for and issued to qualify as a tax-qualified
annuity under the applicable sections of the Internal Revenue Code.

                             20 DAY RIGHT TO CANCEL

You may cancel this Certificate by delivering or mailing a written notice to us.
You must return this Certificate before midnight of the 20th day after the day
you receive it Notice given by mail and return of this Certificate by mail are
effective on being postmarked, properly addressed and postage prepaid.

We will pay you an amount equal to the sum of:

 .    the premiums paid; and

 .    the accumulated gains or losses, if any, in the Separate Account(s) on the
     date of cancellation;

unless otherwise required by law.

                       Signed for us at our home office.

               /s/ Craig D. [ILLEGIBLE]      /s/ William L. Busler
                      SECRETARY                     PRESIDENT

                        READ YOUR CERTIFICATE CAREFULLY

              Group Flexible Premium Variable Annuity Certificate
                  Income Payable At Annuity Commencement Date
           Benefits Based On The Performance Of The Separate Account
Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and 10C)
AV432 101 114 199 CRT         Non-Participating
<PAGE>

                                    SECTION 1
                                   DEFINITIONS

ADJUSTED POLICY VALUE
The Policy Value increased or decreased by any Excess Interest Adjustment

ANNUITANT
The Participant to whom annuity payments will be made, unless another payee is
named.

ANNUITY COMMENCEMENT DATE
Date the Annuitant will begin receiving payments from this annuity, which may
not be later than the last day of the Certificate month starting after the
Annuitant attains age 85, except as expressly allowed by us, but in no event
later than the last day of the month following the month in which the Annuitant
attains age 95.

CASH VALUE
Amount defined in Section 5, that can be withdrawn if this annuity Certificate
is surrendered.

CERTIFICATE
The document issued under the Group Contract to the eligible Participants who
apply for coverage. The Certificate is not a part of the Group Contract

CERTIFICATE ANNIVERSARY
The anniversary of the Certificate Date for each year this Certificate remains
in force.

CERTIFICATE DATE
The date shown on page 3 of this Certificate and the date on which this
Certificate becomes effective.

CERTIFICATE OWNER
The owner of the annuity Certificate. Unless otherwise specified on the
Certificate Data page, the Annuitant and the Certificate Owner shall be one and
the same person.

CERTIFICATE YEAR
The 12 month periods following the Certificate Date shown on the Certificate
Data page. The first Certificate Year starts on the Certificate Date. Each
subsequent year starts on the anniversary of the Certificate Date.

DISTRIBUTION
A withdrawal or disbursement of funds from the Policy Value or Cash Value.

GROUP CONTRACT
The Contract issued to the Group Contract Owner, under which Certificates are
issued to eligible Participants.

GROUP CONTRACT OWNER
The entity, as shown on the Certificate Data Page, which applies for the Group
Contract

INVESTMENT OPTIONS
Any of the Guaranteed Period Options of the Fixed Account, the Dollar Cost
Averaging Fixed Account Option, and any of the Subaccounts of the Separate
Account(s).

PARTICIPANT
A person who makes premium payments or for whom premium payments are made under
the Group Contract

PAYEE
The person to whom annuity payments will be made.

PAYMENT OPTIONS
Options through which the distribution of the Adjusted Policy Value can be
directed.

POLICY VALUE
the amount (defined in Section 4) applicable under the Certificate that can be
used to fund one of the Payment Options.

SEPARATE ACCOUNT
The separate investment account(s) established by us, as described in Section 6.

SUBACCOUNT
A division of a Separate Account, as described in Section 6.

SURRENDER
A partial or full withdrawal of funds from the Policy Value or Cash Value.

WITHDRAWAL
A distribution of funds from the Policy Value or Cash Value.

YIELD
The effective annual interest rate applicable to the Fixed Account.

YOU,YOUR
The owner of this Certificate. Unless otherwise specified on the Certificate
Data Page, the Annuitant and the Certificate Owner shall be one and the same
person.

                                    PAGE 2
<PAGE>
                         SECTION 2 - CERTIFICATE DATA

<TABLE>
<CAPTION>

<S>                             <C>
GROUP CONTRACT NUMBER: PV0009   GROUP CONTRACT OWNER: SECURITIES CUSTOMERS
                                                      DRL INSURANCE TRUST II

CERTIFICATE NUMBER: 07-109740                             ANNUITANT: JEROME R. SIEGEL

INITIAL PREMIUM
PAYMENT: $25,000.00                                     ISSUE AGE/SEX:  35/Male

CERTIFICATE DATE: October 23, 1995                      CERTIFICATE
                                                        OWNER(S): PAINEWEBBER FBO



ANNUITY
COMMENCEMENT
DATE:  June 22, 2033
</TABLE>
Premium Enhancement Percentage on Initial Premium Payment  None

SEPARATE ACCOUNT(S):  PFL ENDEAVOR VA SEPARATE ACCOUNT and PFL ENDEAVOR TARGET
ACCOUNT

DCA SUBACCOUNT(S):  Money Market Portfolio, U.S. Government Securities Portfolio

PREMIUM PAYMENT MINIMUMS

Initial Premium Payment, Nonqualified:       $5,000

Initial Premium Payment*, Qualified:
  *Waived for 403(b) annuities               $1,000

Subsequent Premium Payments:                 $50.00



Before the Annuity
 Commencement Date:                   Mortality and Expense Risk Fee
                                      and Administrative Charge:         1.55%
                                      Distribution Financing Charge:       00%
                                      Number of Certificate Years that
                                      the charge is deducted:               0

After the Annuity Commencement Date:  Mortality and Expense Risk Fee and
                                       Administrative Charge: 1.40%

SERVICE CHARGE: $35

FIXED ACCOUNT GUARANTEED MINIMUM EFFECTIVE ANNUAL INTEREST RATE: 3%

SURRENDER CHARGE:            Number of Years                   Percentage of
                              Since Premium                       Premium
                              Payment Date                       Withdrawn
                                 0-1                                 7%
                                 1-2                                 7%
                                 2-3                                 6%
                                 3-4                                 6%
                                 4-5                                 5%
                                 5-6                                 4%
                                 6-7                                 2%
                                 7 or more                           0%

                                    Page 3
<PAGE>

                       SECTION 2 - CONTRACT DATA - CONT

SCHEDULE OF ADDITIONAL BENEFITS:

Form No.                       Additional Benefit(s)
AE 1074 199                    Service Charge Waiver
AE 1058 199                    Guaranteed Minimum Death Benefit
AE 1046 0200                   Lump Sum Partial Withdrawal Option
AE 1045 0200                   Systematic Payout Option
RGMI 4 499(CRT)                Guaranteed Minimum Income Benefit Ride

                                   Page 3(A)
<PAGE>

                         SECTION 2 - CERTIFICATE DATA

<TABLE>
<CAPTION>

<S>                            <C>
GROUP CONTRACT NUMBER: PV0009  GROUP CONTRACT OWNER: SECURITIES CUSTOMERS
                                                     DRL INSURANCE TRUST II

CERTIFICATE NUMBER: 07-109740                            ANNUITANT: JEROME R. SIEGEL

INITIAL PREMIUM
PAYMENT: $25,000.00                                     ISSUE AGE/SEX:  35/male

CERTIFICATE DATE: October 23, 1995                      CERTIFICATE
                                                        OWNER(S): PAINEWEBBER FBO



ANNUITY
COMMENCEMENT
DATE:  June 22, 2033
</TABLE>
Premium Enhancement Percentage on Initial Premium Payment  None

SEPARATE ACCOUNT(S):  PFL ENDEAVOR VA SEPARATE ACCOUNT and PFL ENDEAVOR TARGET
                      ACCOUNT

DCA SUBACCOUNT(S):  Money Market Portfolio, U.S. Government Securities Portfolio

PREMIUM PAYMENT MINIMUMS

Initial Premium Payment, Nonqualified:       $5,000

Initial Premium Payment*, Qualified:
         *Waived for 403(b) annuities        $1,000

Subsequent Premium Payments:                 $50.00



Before the Annuity Commencement Date:    Mortality and Expense Risk Fee
                                         and Administrative Charge:      1.55%
                                         Distribution Financing Charge:    00%
                                         Number of Certificate Years that
                                         the charge is deducted:            0


After the Annuity Commencement Date:     Mortality and Expense Risk Fee and
                                         Administrative Charge: 1.40%


SERVICE CHARGE: $35

FIXED ACCOUNT GUARANTEED MINIMUM EFFECTIVE ANNUAL INTEREST RATE: 3%

SURRENDER CHARGE:            Number of Years                   Percentage of
                              Since Premium                       Premium
                              Payment Date                       Withdrawn
                               0-1                                  7%
                               1-2                                  7%
                               2-3                                  6%
                               3-4                                  6%
                               4-5                                  5%
                               5-6                                  4%
                               6-7                                  2%
                               7 or more                            0%

                                    Page 3
<PAGE>

                        SECTION 2 - CONTRACT DATA - CONT

SCHEDULE OF ADDITIONAL BENEFITS:

Form No.                       Additional Benefit(s)
AE 1074 199                    Service Charge Waiver
AE 1060 199                    Guaranteed Minimum Death Benefit
AE 1046 0200                   Lump Sum Partial Withdrawal Option
AE 1045 0200                   Systematic Payout Option
RGMI 4 499(CRT)                Guaranteed Minimum Income Benefit Ride

                                   Page 3(A)
<PAGE>

                         SECTION 2 - CERTIFICATE DATA

<TABLE>
<CAPTION>

<S>                             <C>
GROUP CONTRACT NUMBER: PV0009   GROUP CONTRACT OWNER: SECURITIES CUSTOMERS
                                                      DRL INSURANCE TRUST II

CERTIFICATE NUMBER: 07-109740                              ANNUITANT: JEROME R. SIEGEL

INITIAL PREMIUM
PAYMENT: $25,000.00                                      ISSUE AGE/SEX:  35/male

CERTIFICATE DATE: October 23, 1995                       CERTIFICATE
                                                         OWNER(S): PAINEWEBBER FBO



ANNUITY
COMMENCEMENT
DATE:  June 22, 2033
</TABLE>
Premium Enhancement Percentage on Initial Premium Payment  None

SEPARATE ACCOUNT(S): PFL ENDEAVOR VA SEPARATE ACCOUNT and PFL ENDEAVOR TARGET
                     ACCOUNT

DCA SUBACCOUNT(S):   Money Market Portfolio, U.S. Government Securities
                     Portfolio

PREMIUM PAYMENT MINIMUMS

Initial Premium Payment, Nonqualified:       $5,000

Initial Premium Payment*, Qualified:
         *Waived for 403(b) annuities        $1,000

Subsequent Premium Payments:                 $50.00



Before the Annuity Commencement Date:  Mortality and Expense Risk Fee
                                       and Administrative Charge:         1.40%
                                       Distribution Financing Charge: .     00%
                                       Number of Certificate Years that
                                       the charge is deducted:               0


After the Annuity Commencement Date:   Mortality and Expense Risk Fee and
                                       Administrative Charge: 1.40%

SERVICE CHARGE: $35

FIXED ACCOUNT GUARANTEED MINIMUM EFFECTIVE ANNUAL INTEREST RATE: 3%

SURRENDER CHARGE:            Number of Years                   Percentage of
                              Since Premium                       Premium
                              Payment Date                       Withdrawn
                               0-1                                  7%
                               1-2                                  7%
                               2-3                                  6%
                               3-4                                  6%
                               4-5                                  5%
                               5-6                                  4%
                               6-7                                  2%
                               7 or more                            0%

                                    Page 3
<PAGE>

                        SECTION 2 - CONTRACT DATA - CONT


SCHEDULE OF ADDITIONAL BENEFITS:

Form No.                       Additional Benefit(s)
AE 1074 199                    Service Charge Waiver
AE 1061 199                    Guaranteed Minimum Death Benefit
AE 1046 0200                   Lump Sum Partial Withdrawal Option
AE 1045 0200                   Systematic Payout Option
RGMI 4 499(CRT)                Guaranteed Minimum Income Benefit Ride

                                   Page 3(A)
<PAGE>

<TABLE>
<CAPTION>
                         SECTION 2 - CERTIFICATE DATA
<S>                             <C>
GROUP CONTRACT NUMBER: PV0009   GROUP CONTRACT OWNER: SECURITIES CUSTOMERS
                                                      DRL INSURANCE TRUST II

CERTIFICATE NUMBER: 07-109740                               ANNUITANT: JEROME R. SIEGEL

INITIAL PREMIUM
PAYMENT: $25,000.00                                       ISSUE AGE/SEX:  35/male

CERTIFICATE DATE: October 23, 1995                        CERTIFICATE
                                                          OWNER(S): PAINEWEBBER FBO



ANNUITY
COMMENCEMENT
DATE:  June 22, 2033
</TABLE>
Premium Enhancement Percentage on Initial Premium Payment  None

SEPARATE ACCOUNT(S):  PFL ENDEAVOR VA SEPARATE ACCOUNT and PFL ENDEAVOR TARGET
ACCOUNT

DCA SUBACCOUNT(S):  Money Market Portfolio, U.S. Government Securities Portfolio

PREMIUM PAYMENT MINIMUMS

Initial Premium Payment, Nonqualified:       $5,000

Initial Premium Payment*, Qualified:
         *Waived for 403(b) annuities        $1,000

Subsequent Premium Payments:                 $50.00



Before the Annuity Commencement Date:  Mortality and Expense Risk Fee     1.55%
                                       and Administrative Charge:
                                       Distribution Financing Charge: .   00%
                                       Number of Certificate Years that   0
                                       the charge is deducted:


After the Annuity Commencement Date:

Mortality and Expense Risk Fee and Administrative Charge: 1.40%

SERVICE CHARGE: $35

FIXED ACCOUNT GUARANTEED MINIMUM EFFECTIVE ANNUAL INTEREST RATE: 3%

SURRENDER CHARGE:            Number of Years                     Percentage of
                              Since Premium                       Premium
                              Payment Date                       Withdrawn
                               0-1                                  7%
                               1-2                                  7%
                               2-3                                  6%
                               3-4                                  6%
                               4-5                                  5%
                               5-6                                  4%
                               6-7                                  2%
                               7 or more                            0%

                                    Page 3
<PAGE>

                        SECTION 2 - CONTRACT DATA - CONT


SCHEDULE OF ADDITIONAL BENEFITS:

Form No.                       Additional Benefit(s)
AE 1074 199                    Service Charge Waiver
AE 1062 199                    Guaranteed Minimum Death Benefit
AE 1046 0200                   Lump Sum Partial Withdrawal Option
AE 1045 0200                   Systematic Payout Option
RGMI 4 499(CRT)                Guaranteed Minimum Income Benefit Ride

                                   Page 3(A)
<PAGE>

                          SECTION 3 - PREMIUM PAYMENTS

PAYMENT OF PREMIUMS

Premium payments may be made any time while this Certificate is in force before
the Annuity Commencement Date. You may start or stop, increase or decrease, or
skip any premium payments.

MAXIMUM AND MINIMUM PREMIUM PAYMENT

The premium payments may not be more than the amount permitted by law if this is
a tax-qualified annuity. The minimum premium payments we will accept are
specified on page 3. The maximum total premium payments, per Participant, which
we will accept without prior Company approval is $1,000,000.

PREMIUM PAYMENT DATE

The premium payment date is the date on which the premium payment is credited to
the Certificate. The initial premium payment less any premium taxes will be
credited to the Certificate within two business days of receipt of such payment
and the required information. Subsequent additional premium payments will be
credited to the Certificate as of the business day when the premium payment and
required information are received. A business day is any day on which the New
York Stock Exchange is open for trading.

ALLOCATION OF PREMIUM PAYMENTS

Premium payments may be applied to the various Investment Options which we make
available. You must tell us what percent of each premium payment to allocate to
the various Investment Options. Each percent may be either zero or any whole
number; however, the allocation among all Investment Options must total 100%.

CHANGE OF ALLOCATION

You may change the allocation of premium payments to the various Investment
Options. You must tell us in a signed notice which gives us the facts that we
need. Premium payments received after the date on which we receive the notice
will be applied on the basis of the new allocation.

PREMIUM TAXES

A state may impose a premium tax. It may be imposed when a premium payment is
made, on the Annuity Commencement Date, on the date of death, or on the date of
full surrender. When permitted by state law, we will not deduct the tax until
the Annuity Commencement Date, date of death, or date of full surrender.

                            SECTION 4 - POLICY VALUE

POLICY VALUE

On or before the Annuity Commencement Date, the Policy Value is equal to your:

(a)  premium payments; minus

(b)  Gross Partial Withdrawals (as defined in Section 5); plus

(c)  interest credited to the Fixed Account (see Section 7); plus

(d)  accumulated gains in the Separate Account(s) (see Section 6); minus

(e)  accumulated losses in the Separate Account(s)(see Section 6); minus

(f)  service charges, premium taxes and transfer fees, if any.

ADJUSTED POLICY VALUE

The Adjusted Policy Value is the Policy Value increased or decreased by any
Excess Interest Adjustment.

The Adjusted Policy Value may be used on the Annuity Commencement Date to
provide lifetime income or income for a period of no less than 60 months under
the Payment Options in Section 10.

SERVICE CHARGE

On each Certificate Anniversary and at the time of surrender during any
Certificate Year before the Annuity Commencement Date, we reserve the right to
charge an amount up to the amount of the Service Charge shown on page 3 for
administrative expenses. It will be deducted from each Investment Option in
proportion to the portion of Policy Value (prior to such charge) in each
Investment Option, respectively, on that Certificate Anniversary or at the time
of surrender. In no event will the Service Charge exceed 2% of the Policy Value
at the time it is deducted.

                                    PAGE 4
<PAGE>

                 SECTION 5 - CASH VALUE AND PARTIAL WITHDRAWALS

CASH VALUE

On or before the Annuity Commencement Date, the Cash Value is equal to the
Adjusted Policy Value less any Surrender Charges. Information on the current
amount of a Certificate's Cash Value is available upon request. The Cash Value
may be partially withdrawn or will be paid in the event of a full surrender of
the Certificate. We must receive your written partial withdrawal or surrender
request before the Annuity Commencement Date.

There is no Cash Value once an Annuity Payment Option has been selected.

EXCESS INTEREST ADJUSTMENT

Full Surrenders, Partial Withdrawals, transfers, and amounts applied to a
Payment Option from the Fixed Account Guaranteed Period Options described in
Section 7 will be subject to an Excess Interest Adjustment except as provided
for in the Partial Withdrawals provision below.

An Excess Interest Adjustment applies in the following situations:

1)   When you withdraw all or any portion of your Cash Value,

2)   When you exercise Annuity Payment Options,

3)   When death proceeds are calculated. However, death proceeds will not be
     reduced if the Excess Interest Adjustment is negative.

The Excess Interest Adjustment is only applied to transactions affecting the
Guaranteed Period Options of the Fixed Account (see Section 7) and is based on
any change in interest rates from the time the affected Guaranteed Periods)
started until the time the Excess Interest Adjustment occurs. The Excess
Interest Adjustment is applied as follows:

1)   The Excess Interest Adjustment is only applied when the transactions occur
     prior to the end of any Guaranteed Period Option;

2)   Transfers to the Guaranteed Period Options of the Fixed Account are
     considered Premium Payments for purposes of determining the Excess Interest
     Adjustment;

3)   The Excess Interest Adjustment is distinct from, and is applied prior to,
     the Surrender Charge;

4)   The Excess Interest Adjustment may affect the death proceeds defined in
     Section 9;

5)   If interest rates have decreased from the time the affected Guaranteed
     Periods) started until the time the transaction occurs, the Excess Interest
     Adjustment will result in additional funds available to you;

6)   If interest rates have increased from the time the affected Guaranteed
     Period(s) started until the time the transaction occurs, the Excess
     Interest Adjustment will result in a decrease in the funds available to
     you.

7)   Certain amounts are not subject to the Excess Interest Adjustment as
     provided in Sections 5, 7 and 8.

The formula for determining the amount of the Excess Interest Adjustment is as
follows:

Excess Interest Adjustment = S x (G-C) x (M/ 12)

where:

     S    is the gross (that is, before surrender charges and premium taxes, if
          any) amount being surrendered, partially withdrawn, transferred, or
          applied to a Payment Option that is subject to the Excess Interest
          Adjustment.

     G    is the guaranteed interest rate for the Guaranteed Period applicable
          to S.

     M    is the number of months remaining in the Guaranteed Period for S,
          rounded up to the next higher whole number of months.

     C    is the current guaranteed interest rate then being offered on new
          Premium Payments for the next longer Guaranteed Period than "M". If
          this Certificate form or such a Guaranteed Period Option is no longer
          offered, "C" will be the U.S. Treasury rate for the next longer
          maturity (in whole years) than "M" on the 25th day of the previous
          calendar month, plus up to 2%.

Upon full surrender, the Excess Interest Adjustment (EIA) for each Guaranteed
Period Option will not reduce the Adjusted Policy Value for that Guaranteed
Period Option below the amount paid into, less any prior withdrawals and
transfers from, that Guaranteed Period Option, plus interest at the 3%
guaranteed effective annual interest rate.

                                    PAGE 5
<PAGE>

                                SECTION 5 - CONT

PARTIAL WITHDRAWALS

We will pay you a portion of the Cash Value as a Partial Withdrawal provided we
receive your written request while the Certificate is in effect and before the
Annuity Commencement Date. When you request a Partial Withdrawal you must tell
us how it is to be allocated from among the Investment Options. If your request
for a Partial Withdrawal from any Investment Option is less than or equal to the
Cash Value in that option, we will pay the amount of your request. However, if
your request for a Partial Withdrawal from any Investment Option is greater than
the Cash Value in that option, we will pay you the Cash Value of that Investment
Option.

The Gross Partial Withdrawal is the total amount which will be deducted from
your Policy Value as a result of each Partial Withdrawal. The Gross Partial
Withdrawal may be more or less than your requested Partial Withdrawal amount,
depending on whether Surrender Charges and/or Excess Interest Adjustments apply
at the time you request the Partial Withdrawal.

The Excess Partial Withdrawal amount is the portion of the requested Partial
Withdrawal that is subject to Surrender Charge (that is, the portion which is in
excess of the Surrender Charge-free portion). For example, if the requested
withdrawal amount is $1,000, and the Surrender Charge-free amount is $200, then
the Excess Partial Withdrawal would be $800. Excess Partial Withdrawals will
reduce the Policy Value by an amount equal to (X-Y+Z) where:

X  = Excess Partial Withdrawal

A  = Amount of Partial Withdrawal subject to Excess Interest Adjustment

Y  = Excess Interest Adjustment = (A) x (G-C) x (M/ 12) where G, C and M are
     defined in the Excess Interest Adjustment provision above, with "A"
     substituted for "S" in the definitions of G and M.

Z  = Surrender Charge on X minus Y.

The formula for determining the Gross Partial Withdrawal is as follows:

Gross Partial Withdrawal = R - E + SC

where:

     R    is the requested Partial Withdrawal;

     E    is the Excess Interest Adjustment; and

     SC   is the Surrender Charge on (EPW - E); where

     EPW  is the Excess Partial Withdrawal amount.


If any Partial Withdrawal reduces the Cash Value below $500, we reserve the
right to pay the full Cash Value and terminate the Certificate.

We may delay payment of the Cash Value from the Fixed Account for up to 6 months
after we receive the request. If the Certificate Owner dies after we receive the
request, but before the request is processed, the request will be processed
before the death proceeds are determined.

Each Partial Withdrawal consists of a portion that is subject to Surrender
Charge (that is, the Excess Partial Withdrawal) and a remaining portion that is
free from Surrender Charge (that is, the Surrender Charge-free amount). Either
portion may be zero (0) depending on the Partial Withdrawal requested and prior
amounts withdrawn.

Partial Withdrawals may be made free from Surrender Charges and free from Excess
Interest Adjustments as follows:

MINIMUM REQUIRED DISTRIBUTION

     For tax-qualified plans, Partial Withdrawals taken to satisfy minimum
     distribution requirements under Section 401(a)(9) of the Internal Revenue
     Code (IRC) are available with no Surrender Charges and no Excess Interest
     Adjustments. The amount available from each Certificate with respect to the
     minimum distribution requirement is based solely on this Certificate.

     The Certificate Owner must be at least 70 1 /2 years old in the calendar
     year of distribution, must submit a written request to us and must take the
     distribution before year end. If the Certificate Owner attains age 70 1 /2
     in the calendar year of distribution, a written request which is postmarked
     no later than the end of the current calendar year must be submitted to us.

     Systematic minimum distributions must be at least $50 or a lump sum
     distribution is available if minimum required distributions are less than
     $50.

     Any amount requested in excess of the IRC minimum required distribution
     will have the appropriate Surrender Charges and Excess Interest Adjustments
     applied, unless the excess distribution qualifies as Surrender Charge- free
     or Excess Interest Adjustment-free under any additional options provided.

                                    PAGE 5(A)
<PAGE>

                                SECTION 5 - CONT

NURSING CARE AND TERMINAL CONDITION WITHDRAWAL OPTION

     Beginning in the first Certificate Year, if the Certificate Owner or
     Certificate Owner's spouse (annuitant or annuitant's spouse if the
     Certificate Owner is not a natural person) has been 1) confined in a
     Hospital or Nursing Facility for 30 consecutive days or 2) diagnosed as
     having a Terminal Condition, you may elect to withdraw all or a portion of
     the Policy Value without Surrender Charges and without Excess Interest
     Adjustment. The minimum withdrawal under this option is $1000.

     For Nursing Care, we must receive each withdrawal request and proof of
     eligibility with each request no later than 90 days following the date that
     confinement has ceased, unless it can be shown that it was not reasonably
     possible to provide the notice and proof within the above time period and
     that the notice and proof were given as soon as reasonably possible.
     However, in no event, except the absence of legal capacity, shall the
     notice and proof be provided later than one year following the date that
     confinement has ceased. For a Terminal Condition, we must receive each
     withdrawal request and the applicable proof of eligibility no later than
     one year following diagnosis of the Terminal Condition. Proof of a Terminal
     Condition is required only with the initial withdrawal request and must be,
     furnished by the Annuitant's, Annuitant's spouse's, Certificate Owner's, or
     Certificate Owner's spouse's physician. Proof of confinement may be a
     physician's statement or a statement from a hospital or nursing facility
     administrator.

UNEMPLOYMENT WAIVER

     Beginning in the first Certificate Year, you may withdraw all or a portion
     of the Policy Value free of Surrender Charges and free of any Excess
     Interest Adjustment if the Certificate Owner or Certificate Owner's spouse
     (annuitant or annuitant's spouse, if the Certificate Owner is not a natural
     person) becomes unemployed. In order to qualify, you 1) must have been
     employed full time for at least two years prior to your becoming
     unemployed, 2) must have been employed full time on your Certificate Date,
     3) must have been unemployed for at least 60 consecutive days at the time
     of withdrawal and 4) must have a minimum Cash Value at the time of
     withdrawal of $5000. Proof of unemployment will consist of providing us
     with a determination letter from the applicable State's Department of Labor
     which verifies that you qualify for and are receiving unemployment benefits
     at the time of withdrawal. The determination letter must be received by us
     no later than 15 days following the date of the withdrawal request.

                                    PAGE 5(B)
<PAGE>

                                SECTION 5 - CONT
SURRENDER CHARGES

Amounts withdrawn in excess of any Surrender Charge-free Partial Withdrawals are
subject to a Surrender Charge. If applicable, this charge will either apply for
a number of years following each premium payment date or for a number of years
following the Certificate Date as shown on page 3. The amount of this charge, if
any, will be a percentage, (as shown on page 3 of each Certificate) of the
amount of premium withdrawn.

For Surrender Charge purposes, the oldest premium payment is considered to be
withdrawn first. If the amount withdrawn exceeds this, the next oldest premium
payment is considered to be withdrawn, and so on until the most recent premium
payment is considered to be withdrawn. For Surrender Charge purposes, premium
payments are deemed to be withdrawn before earnings.

After all premium payments are considered to be withdrawn, the remaining
Adjusted Policy Value may be withdrawn free from any Surrender Charge.

GUARANTEED RETURN OF FIXED ACCOUNT PREMIUM PAYMENTS

Upon full surrender of the Certificate, you will always receive at least the
premium payments made to, less prior withdrawals and transfers from, the Fixed
Account.

MINIMUM VALUES

Benefits available under this Certificate are not less than those required by
any statute of the state in which the Certificate is delivered.

                          SECTION 6 - SEPARATE ACCOUNT

SEPARATE ACCOUNT

We have established and will maintain one or more Separate Account(s), indicated
on the Certificate Data Page, under the laws of the state of Iowa. Any realized
or unrealized income, net gains and tosses from the assets of the Separate
Account are credited to or charged against it without regard to our other
income, gains or losses. Assets are put in the Separate Account for this
Certificate, as well as for other variable annuity policies and Certificates.
Any Separate Account may invest assets in shares of one or more mutual fund
portfolios, or in the case of a managed Separate Account, direct investments in
stocks or other securities as permitted by law. Fund Shares refer to shares of
underlying mutual funds or prorata ownership of the assets held in a Subaccount
of a managed Separate Account. Fund shares are purchased, redeemed and valued on
behalf of the Separate Account.

The Separate Account is divided into Subaccounts. Each Subaccount invests
exclusively in shares of one of the portfolios of an underlying mutual fund. We
reserve the right to add or remove any Subaccount of the Separate Account.

The assets of the Separate Account are our property. These assets will equal or
exceed the reserves and other contract liabilities of the Separate Account.
These assets will not be chargeable with liabilities arising out of any other
business we conduct. We reserve the right, subject to regulations governing the
Separate Account, to transfer assets of a Subaccount, in excess of the reserves
and other contract liabilities with respect to that Subaccount, to another
Subaccount or to our General Account.

We will determine the fair market value of the assets of the Separate Account in
accordance with a method of valuation which we establish in good faith.
Valuation Period means the period of time from one determination of the value of
each Subaccount to the next. Such determinations are made when the value of the
assets and liabilities of each Subaccount is calculated. This is generally the
close of business on each day on which the New York Stock Exchange is open.

We also reserve the right to transfer assets of the Separate Account, which we
determine to be associated with the class of Certificates to which this
Certificate belongs, to another separate account. If this type of transfer is
made, the term "Separate Account", as used in the contract and in the
Certificate, shall then mean the separate account to which the assets were
transferred.

We also reserve the right, when permitted by law to:

(a)  deregister the Separate Account under the Investment Company Act of 1940;

(b)  manage the Separate Account under the direction of a committee at any time;

(c)  restrict or eliminate any voting rights of Certificate Owners or other
     persons who have voting rights as to the Separate Account; and

(d)  combine the Separate Account with one or more other separate accounts;

(e)  create new Separate Accounts;

(f)  add new Subaccounts to or remove existing Subaccounts from the Separate
     Account, or combine Subaccounts;

(g)  add new underlying mutual funds, remove existing mutual funds, or
     substitute a new fund for an existing fund.

                                    PAGE 6
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                       SECTION 6 - SEPARATE ACCOUNT - CONT

The Net Asset Value of a fund share is the per- share value calculated by the
mutual fund or, in the case of a managed Separate Account, by the Company. The
Net Asset Value is computed by adding the value of the Subaccount's investments,
cash and other assets, subtracting its liabilities, and then dividing by the
number of shares outstanding. Net Asset Values of fund shares reflect investment
advisory fees other expenses incurred in managing a mutual fund or a managed
Separate Account.

CHANGE IN INVESTMENT OBJECTIVE OR POLICY OF A MUTUAL FUND

If required by law or regulation, an investment policy of the Separate Account
will only be changed if approved by the appropriate insurance official of the
state of Iowa or deemed approved in accordance with such law or regulation. If
so required, the process for obtaining such approval is filed with the insurance
official of the state or district in which this contract is delivered.

CHARGES AND DEDUCTIONS

The Mortality and Expense Risk Fee and the Administrative Charge are each
deducted both before and after the Annuity Commencement Date to compensate for
changes in mortality and expenses not anticipated by the mortality and
administration charges guaranteed in the certificate.

Any applicable Service Charge is deducted prior to the Annuity Commencement Date
only.

Any applicable Distribution Financing Charge is deducted prior to the Annuity
Commencement Date only, to compensate for costs of distributing the
policy.

If the Mortality and Expense Risk Feels) and/or Distribution Financing Charges
are more than sufficient, the Company will retain the balance as profit or
reduce these fees and charges in the future.

ACCUMULATION UNITS

The Policy Value in the Separate Account before the Annuity Commencement Date is
represented by accumulation units. The dollar value of accumulation units for
each Subaccount will change from day to day reflecting the investment experience
of the Subaccount.

Premium payments allocated to and any amounts transferred to the Subaccounts
will be applied to provide accumulation units in those Subaccounts. The number
of accumulation units purchased in a Subaccount will be determined by dividing
the premium payment allocated to or any amount transferred to that Subaccount,
by the value of an accumulation unit for that Subaccount on the premium payment
or transfer date.

The number of accumulation units withdrawn or transferred from the Subaccounts
will be determined by dividing the amount withdrawn or transferred by
the value of an accumulation unit for that Subaccount on the withdrawal or
transfer date.

The value of an accumulation unit on any business day is determined by
multiplying the value of that unit at the end of the immediately preceding
valuation period by the net investment factor for the valuation period.

The net investment factor used to calculate the value of an accumulation unit in
each Subaccount for the Valuation Period is determined by dividing (a) by (b)
and subtracting (c) from the result, where:

(a)  is the result of:

     (1)  the net asset value of a fund share held in that Subaccount determined
          as of the end of the current valuation period; plus

     (2)  the per share amount of any dividend or capital gain distributions
          made by the fund for shares held in that Subaccount if the ex-dividend
          date occurs during the valuation period; plus or minus

     (3)  a per share credit or charge for any taxes reserved for, which we
          determine to have resulted from the investment operations of that
          Subaccount.

(b)  is the net asset value of a fund share held in that Subaccount
     determined as of the end of the immediately preceding valuation
     period.

(c)  is a factor representing the Mortality and Expense Risk Fee and
     Administrative Charge before the Annuity Commencement Date, plus any
     applicable Distribution Financing Charge. This factor is less than or equal
     to, on an annual basis, the sum of the applicable percentages shown on page
     3 of the daily net asset value of a fund share held in that Subaccount.

Since the net investment factor may be greater or less than one, the
accumulation unit value may increase or decrease.

                                    PAGE 7
<PAGE>

                            SECTION 7 - FIXED ACCOUNT

FIXED ACCOUNT

Premium payments applied to and any amounts transferred to the Fixed Account
will reflect a fixed interest rate. The interest rates we set will be credited
for increments of at least one year measured from each premium payment or
transfer date. These rates will never be less than an effective annual interest
rate of 3%.

GUARANTEED PERIODS

We may offer optional Guaranteed Period Options, into which premium payments may
be paid or amounts transferred. The current interest rate we set for funds
entering each Guaranteed Period Option (GPO) is guaranteed until the end of that
option's Guaranteed Period. At that time, the premium payment made or amount
transferred into the GPO, less any withdrawals or transfers from that GPO, plus
accrued interest, will be rolled into a new GPO or may be transferred to any
Subaccount(s) within the Separate Account(s).

You may choose the Investment Option(s) you want the funds rolled into by giving
us a written notice within 30 days before the end of the expiring option's
Guaranteed Period. However, any Guaranteed Period elected may not extend beyond
the maximum Annuity Commencement Date defined in Section 11. In the absence of
such election, the funds will be rolled into a new GPO which is the same as the
expiring GPO unless that GPO is no longer offered, in which case, the next
shorter GPO offered will be used. You will be mailed a notice of completion of
the rollover with the new interest rate applicable. The new GPO will be deemed
as accepted if we do not receive a written rejection within 30 days from the
postmark date of the completion notice.

We reserve the right for new premium payments, transfers, or rollovers to offer
or not to offer any GPO, except that we will always offer at least a one year
GPO.

For purposes of crediting interest when funds are withdrawn from or transferred
into a GPO, the amount of the oldest premium payment or rollover into that GPO
is considered to be withdrawn first If the amount withdrawn exceeds this amount,
the next oldest premium payment or rollover is considered to be withdrawn next,
and so on until the most recent premium payment or rollover is considered to be
withdrawn (this is a "First-In, First-Out" or FIFO procedure). Premium
payment(s) or rollover(s) are deemed to be withdrawn first, then credited
interest.

Partial withdrawals, Surrenders, transfers, and amounts applied to a Payment
Option from the Guarantee Period Option(s) are subject to an Excess Interest
Adjustment as described in Section 5.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTION

We may offer a Dollar Cost Averaging (DCA) Fixed Account Option separate from
the Guaranteed Period Options. This option will have a one year interest rate
guarantee. The current interest rate we set for the DCA Fixed Account may differ
from the rates credited on the one year GPO in the Fixed Account. In addition,
the current interest rate we credit may vary on different portions of the DCA
Fixed Account. The credited interest rate will never be less than the minimum
effective annual interest rate of 3%. The DCA Fixed Account Option will only be
available under a Dollar Cost Averaging program as described in Section 8.

                              SECTION 8 - TRANSFERS

A.   TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

Prior to the Annuity Commencement Date, you may transfer the value of the
accumulation units from one Investment Option to another. You must sign a notice
to transfer which gives us the facts that we need.

Transfers of Policy Value from the Guaranteed Period Options (GPO) of the Fixed
Account prior to the end of that GPO are subject to an Excess Interest
Adjustment. If the Excess Interest Adjustment at the time of such Policy Value
transfer is a negative adjustment, then the maximum Policy Value transfer is 25%
of that GPO's Policy Value, less Policy Values previously transferred out of
that GPO during the current certificate year. If the Excess Interest Adjustment
at the time of such Policy Value transfer is a positive adjustment, no maximum
will apply to such Policy Values transferred from the GPO. No Excess Interest
Adjustment will apply to Policy Value transfers at the end of a Guaranteed
Period.

Transfers of interest credited in the GPOs to other Investment Options are
allowed on a "First-In, First-Out" basis. Such transfers may be made monthly,
quarterly, semi-annually, or annually. Each such transfer must be at least $50
and will not be subject to an Excess Interest Adjustment.

Transfers of Policy Value from the Separate Account are subject to a minimum of
$500 or the entire Subaccount Policy Value, if less. However, if the remaining
Subaccount Policy Value is less than $500, we reserve the right to include that
amount as part of the transfer.

You may choose which GPO to transfer to or from, however, any GPO elected may
not extend beyond the maximum Annuity Commencement Date defined in Section 11.

                                    PAGE 8
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                                SECTION 8 - CONT

No transfers will be allowed out of the Dollar Cost Averaging Fixed Account
Option except through the Dollar Cost Averaging Option.

We reserve the right to limit transfers to no more than 12 in any one
Certificate Year. Any transfers in excess of 12 per Certificate Year may be
charged a $10 per transfer fee. Transfers among multiple Investment Options will
be treated as one transfer in determining the number of transfers that have
occurred. We also reserve the right to prohibit transfers to the Fixed Account
if we are crediting an effective annual interest rate of 3%.

DOLLAR COST AVERAGING OPTION

Prior to the Annuity Commencement Date, you may instruct us to automatically
transfer a specified amount from the Dollar Cost Averaging (DCA) Fixed Account
Option or from the Dollar Cost Averaging Subaccount(s), if any, shown on page 3
to any Subaccount(s) of the Separate Account. The automatic transfers can occur
monthly or quarterly. If the Dollar Cost Averaging request is received prior to
the 28th day of any month, the first transfer will occur on the 28th day of that
month. If the Dollar Cost Averaging request is received on or after the 28th day
of any month, the first transfer will occur on the 28th day of the following
month.

Prior to the Annuity Commencement Date, no transfers, (except through Dollar
Cost Averaging) will be allowed from a DCA Fixed Account. Transfers will
continue until the elected Subaccount or DCA Fixed Account value is depleted.
The amount transferred each time must be at least $500. All transfers from the
DCA account will be the same amount as the initial transfer. Changes to the
amount transferred will only be allowed when additional premium is allocated or
a new amount is transferred into the DCA Account. Changes to the Subaccounts to
which these transfers are allocated are not restricted. Transfers must be
scheduled for at least 6 but not more than 24 months or for at least 4 but not
more than 8 quarters each time the Dollar Cost Averaging program is started or
restarted following termination of the program for any reason.

Dollar Cost Averaging results in the purchase of more accumulation units when
the value of the accumulation unit is low, and fewer accumulation units when the
value of the accumulation unit is high. However, there is no guarantee that the
Dollar Cost Averaging program will result in higher Policy Values or will
otherwise be successful.

The Dollar Cost Averaging may be discontinued after satisfying the minimum
number of required transfers by sending written notice to us. While Dollar Cost
Averaging is in effect, Asset Rebalancing is not available.

ASSET REBALANCING

Prior to the Annuity Commencement Date, you may instruct us to automatically
transfer amounts among the Subaccounts of the Separate Account on a regular
basis to maintain a desired allocation of the Policy Value among the various
Subaccounts offered. Rebalancing will occur on a monthly, quarterly, semi-annual
or annual basis, beginning on a date selected. You must select the percentage of
the Policy Value desired in each of the various Subaccounts offered (totaling
100%). Any amounts in the Fixed Account are ignored for the purposes of asset
rebalancing. Rebalancing can be started, stopped or changed at any time. Asset
Rebalancing is not available while Dollar Cost Averaging is in effect.
Rebalancing will cease as soon as we receive a request for any other transfer.

B.   TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE

After the Annuity Commencement Date, you may transfer the value of the variable
annuity units from one Subaccount to another within the Separate Account or to
the Fixed Account. If you want to transfer the value of the variable annuity
units, you must tell us in a signed notice which gives us the facts that we
need. We reserve the right to limit transfers between the Subaccounts or to the
Fixed Accounts to once per Certificate Year.

The minimum amount which may be transferred is the lesser of $10 monthly income
or the entire monthly income of the variable annuity units in the Subaccount
from which the transfer is being made. If the monthly income of the remaining
units in a Subaccount is less than $10, we have the right to include the value
of those variable annuity units as part of the transfer.

After the Annuity Commencement Date, no transfers may be made from the Fixed
Account to any other Investment Options.

                                    PAGE 9
<PAGE>

                           SECTION 9 - DEATH PROCEEDS

A.   DEATH PROCEEDS PRIOR TO ANNUITY COMMENCEMENT DATE

The amount of death proceeds will be the greater of the Cash Value, the Policy
Value, or any guaranteed minimum death benefit

If no payment option is selected by the date of death, the beneficiary may make
such election within one year of the date we receive due proof of death. The
beneficiary may elect to receive the death proceeds as a lump sum payment or may
use the death proceeds to provide any of the annuity payment options described
in Section 10. Interest on death proceeds will be paid as required by law.

B.   DEATH PRIOR TO ANNUITY COMMENCEMENT DATE

Death proceeds are payable contingent upon the relationships between the
Certificate Owner, Annuitant, successor Certificate Owner and beneficiary as
outlined below. The Certificate must be surrendered upon settlement and will be
terminated upon receiving proof of death.

I.   Certificate Owner is also the Annuitant.
     When we have due proof that the Certificate Owner died before the Annuity
     Commencement Date, we will provide the death proceeds to t he beneficiary.

     a)   Beneficiary is the deceased Certificate Owner's surviving spouse. The
          beneficiary may elect to continue the Certificate rather than
          receiving the death proceeds. If the Certificate is continued, an
          amount equal to the excess, if any, of any guaranteed minimum death
          benefit over the Policy Value will then be added to the Policy Value.
          This amount will be added only once, at the time of such election.
          Furthermore, all future Surrender Charges will be waived.

          If this beneficiary elects to have the death proceeds paid, the death
          proceeds must be distributed:

          (1) by the end of 5 years after the date of the deceased Certificate
          Owner's death, or

          (2) payments must begin no later than one year after the deceased
          Certificate Owner's death and must be made for a period certain or
          for. This beneficiary's lifetime, so long as any period certain does
          not exceed this beneficiary's life expectancy.

     b)   Beneficiary is not the deceased Certificate Owner's surviving spouse.
          The death proceeds must be distributed as provided in I.a)(1) or
          I.a)(2) above.

     c)   Death proceeds which are not paid to or for the benefit of a natural
          person must be distributed by the end of 5 years after the date of the
          deceased Certificate Owner's death.

II.  Annuitant and Certificate Owner are different and the Annuitant dies.

     When we have due proof that the Annuitant died prior to the Annuity
     Commencement Date, the Certificate Owner will become the new Annuitant and
     no death proceeds are payable. If the Certificate Owner is also the
     deceased Annuitant's surviving spouse, an amount equal to the excess, if
     any, of any guaranteed minimum death benefit over the Policy Value will
     then be added to the Policy Value. This amount will be added only once at
     the time of such election. Furthermore, all future Surrender Charges will
     be waived.

     However, in lieu of becoming the new Annuitant, the Certificate Owner may
     elect to have the death proceeds distributed to the beneficiary on the
     death of the Annuitant. This election must be in writing and must be
     received by us prior to the Annuitant's death. In such case, when we have
     due proof that the Annuitant died prior to the Annuity Commencement Date,
     we will provide the death proceeds to the beneficiary.

     a)   If the Certificate Owner has elected to have the death proceeds paid
          as a lump sum, the beneficiary must, within 60 days of our receipt of
          due proof of the Annuitant's death, either:
          1) receive the lump sum proceeds; or
          2) elect to receive annuity payments. Such payments must begin within
          one year of our receipt of due proof of the Annuitant's death and must
          be made for a period certain or for this beneficiary's lifetime, so
          long as any period certain does not exceed this beneficiary's life
          expectancy.

     b)   Death proceeds which are not paid to or for the benefit of a natural
          person must be distributed by the end of 5 years after the date of the
          Annuitant's death.

III. Annuitant and Certificate Owner are different and the Certificate Owner
     dies.

     If the Certificate Owner dies prior to the Annuity Commencement Date and
     before the entire interest in the Certificate is distributed, the successor
     Certificate Owner will become the new Certificate Owner. The remaining
     portion of any interest in the policy must be distributed to the extent
     provided below in Ill.a), Ill.b), Ill.c), or Ill.d).

     a) Successor Certificate Owner is the deceased Certificate Owner's
     surviving spouse.The successor Certificate Owner may elect to continue this
     Certificate rather than receive the Adjusted Policy Value. If the
     Certificate is continued, all future Surrender Charges will be waived. If
     the successor Certificate Owner elects to receive the Adjusted Policy
     Value, the Adjusted Policy Value must be distributed:

                                    PAGE 10
<PAGE>

                                SECTION 9 - CONT

     (1) by the end of 5 years after the date of the deceased Certificate
     Owner's death, or

     (2) payments must begin no later than one year after the deceased
     Certificate Owner's death and must be made for a period certain or for the
     successor Certificate Owner's lifetime, so long as any period certain does
     not exceed the successor Certificate Owner's life expectancy.

b)   Successor Certificate Owner is not the deceased Certificate Owner's
     surviving spouse. The Adjusted Policy Value must be distributed as provided
     in Ill.a)(1) or Ill.a)(2) above.

c)   Successor Certificate Owner is not a natural person. The Adjusted Policy
     Value must be distributed as provided in Ill.a)(1) above.

d)   No successor Certificate Owner survives the deceased Certificate Owner. The
     deceased Certificate Owner's estate will become the new Certificate Owner
     (or the estate may name a new Certificate Owner). The executor or
     Administrator must be named in a form acceptable to us. The Adjusted Policy
     Value must be distributed by the end of 5 years after the date of the
     deceased Certificate Owner's death.

IV.  More than one Certificate Owner.

     If there is more than one Certificate Owner, then the death of any
     Certificate Owner will be treated the same as the death of the Certificate
     Owner.

D.   DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE

The death proceeds on or after the Annuity Commencement Date depend on the
payment option selected. If any Certificate Owner dies on or after the Annuity
Commencement Date, but before the entire interest in the Certificate is
distributed, the remaining portion of such interest in the Certificate will be
distributed at least as rapidly as under the method of distribution being used
as of the date of that Certificate Owner's death.

E.   AN OWNER IS NOT AN INDIVIDUAL

In the case of anon tax-qualified annuity, if any Certificate Owner or
beneficial Certificate Owner is not an individual, then for purposes of the
federal income tax mandatory distribution provisions in subsection C or D above,
(1) the Annuitant will be treated as the Certificate Owner of the Certificate,
and (2) if there is any change in the Annuitant, such a change will be treated
as the death of the Certificate Owner.

                          SECTION 10 - ANNUITY PAYMENTS

A.   GENERAL PAYMENT PROVISIONS

Payment
If the Certificate is in force on the Annuity Commencement Date, we will use the
Fixed Account portion and/or the Separate Account portion of the Adjusted Policy
Value to make annuity payments to the Payee under Option 3 and/or 3-V,
respectively, with 10 years certain, or if elected, under one or more of the
other options described in this section. However, the options) elected must
provide for lifetime income or income for a period of at least 60 months. The
Certificate Owner will become the Annuitant at the Annuity Commencement Date.
Payments will be made at 1, 3, 6 or 12 month intervals. We reserve the right to
change the frequency of payments to avoid making payments of less than $50.

Before the Annuity Commencement Date, if the death proceeds become payable or if
the Certificate is surrendered, we will pay any proceeds in one sum, or if
elected, all or part of these proceeds may be placed under one or more of the
options described in this section. If we agree, the proceeds may be placed under
some other method of payment instead.

Adjusted Age

Payments under Options 3 and 5, and the first payment under Options 3-V and 5-V
are determined based on the adjusted age of the Annuitant The adjusted age is
the Annuitant's actual age on the Annuitant's nearest birthday, at the Annuity
Commencement Date, adjusted as follows:

                Annuity
           Commencement Date                 Adjusted Age
           -----------------                 ------------
              Before 2001                     Actual Age
              2001 - 2010                 Actual Age minus 1
              2011 - 2020                 Actual Age minus 2
              2021 - 2030                 Actual Age minus 3
              2031 - 2040                 Actual Age minus 4
              After 2040                  Actual Age minus 5

Election of Optional Method of Payment

Before the Annuity Commencement Date the Certificate Owner can elect or change a
payment option. The Certificate Owner may elect, in a signed notice which gives
us the facts that we need, annuity payments that may be either variable, fixed,
or a combination of both. If a combination is elected, they must also tell us
what part of the proceeds on the Annuity Commencement Date are to be applied to
provide each type of payment (It must also specify which Subaccounts.) The
amount of a combined payment will be the sum of the variable and fixed payments.
Payments under a variable payment option will reflect the investment performance
of the selected Subaccount of the Separate Account

                                    PAGE 11
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                     SECTION 10 - ANNUITY PAYMENTS - CONT

Payee
Unless specified otherwise, the Payee shall be the Annuitant, or the beneficiary
as specified in the Beneficiary provision.

Proof of Age
We may require proof of the age of any person who has an annuity purchased under
Options 3, 3-V, 5 and 5-V of this section before we make the first payment

Minimum Proceeds
If the proceeds are less than $2,000, we reserve the right to pay them out as a
lump sum instead of applying them to a payment option.

Premium Tax
We may be required by law to pay premium tax on the amount applied to a payment
option. If the requirement is applicable to the issue state, we will deduct the
premium tax before applying the proceeds.

B.   FIXED ACCOUNT PAYMENTS
     Guaranteed Payment Options
The fixed account payment is determined by multiplying each $1,000 of proceeds
allocated to a fixed Payment Option by the amounts shown on page 12 for the
option selected. Options 1, 2 and 4 are based on a guaranteed interest rate of
3%.
Options 3 and 5 are based on a guaranteed interest rate of 3% and the "1983
Table a" (male, female, and unisex if required by law) mortality table improved
to the year 2000 with projection scale G. (The "1983 Table a" mortality rates
are adjusted based on improvements in mortality since 1983 to more appropriately
reflect increased longevity. This is accomplished using a set of improvement
factors referred to as projection scale G.)

Option 1 - Interest Payments
We will pay the interest on the amount we use to provide annuity payments in
equal payments or this amount may be left to accumulate for a period of time we
and the Certificate Owner agree to. We and the Certificate Owner will agree on
withdrawal rights when you elect this option. The interest rate we declare for
this option may be different than the interest rate(s) credited prior to the
Annuity Commencement Date.

Option 2 - Income for a Specified Period

We will make level payments only for the fixed period you choose. In the event
of the death of the person receiving payments prior to the end of the fixed
period elected, payments will be continued to that person's beneficiary or their
present value may be paid in a single sum. No funds will remain at the end.

Option 3 - Life Income - You may choose between:

1.   No Period Certain - We will make level payments only during the Annuitant's
     lifetime.

2.   10 Years Certain.- We will make level payments for the longer of the
     Annuitant's lifetime or ten years.

3.   Guaranteed Return of Policy Proceeds - We will make level payments for the
     longer of the Annuitant's lifetime or until the total dollar amount of
     payments we made to you equals the amount applied to this option.

Option 4 - Income of a Specified Amount
Payments are made for any specified. amount until the amount applied to this
option, with interest, are exhausted. This will be a series of level payments
followed by a smaller final payment In the event of the death of the person
receiving payments prior to the time proceeds with interest are exhausted,
payments will be continued to that person's beneficiary or their present value
may be paid in a single sum.

Option 5 - Joint and Survivor Annuity
Payments are made during the joint lifetime of the Payee and a joint Payee of
your selection. Payments will be made as long as either person is living.

Current Payment Options
The amounts shown in the tables on page 12 are the guaranteed amounts. Current
amounts offered to individuals of the same class may be obtained from us.

                                  PAGE 11(A)
<PAGE>

                                SECTION 10 - CONT

C.   VARIABLE ACCOUNT PAYMENT OPTIONS
Variable Annuity Units
The proceeds chosen by the Certificate Owner to apply to a variable payment
option will be used to purchase variable annuity units in Subaccounts chosen by
the Certificate Owner. The dollar value of variable annuity units in the chosen
Subaccounts will increase or decrease reflecting the investment experience of
the chosen Subaccounts. The value of a variable annuity unit in a particular
Subaccount on'any business day is equal to (a) multiplied by (b) multiplied by
(c), where:

(a)  is the variable annuity unit value for that Subaccount on the immediately
     preceding business day;

(b)  is the net investment factor for that Subaccount for the Valuation Period;
     and

(c)  is the Assumed Investment Return adjustment factor for the Valuation
     Period.


The Assumed Investment Return adjustment factor for the valuation period is the
product of discount factors of .99986634 per day to recognize the 5.0% effective
annual Assumed Investment Return.

The net investment factor used to calculate the value of a. variable annuity
unit in each Subaccount for the Valuation Period is determined by dividing (a)
by (b) and subtracting (c) from the result, where:

(a)  is the net result of:

     (1)  the net asset value of a fund share held in that Subaccount determined
          as of the end of the current valuation period; plus

     (2)  the per share amount of any dividend or capital gain distributions
          made by the fund for shares held in that Subaccount if the ex-dividend
          date occurs during the Valuation Period; plus or minus

     (3)  a per share credit or charge for any taxes reserved for, which we
          determine to have resulted from the investment operations of the
          Subaccount.

(b)  is the net asset value of a fund share held in that Subaccount determined
     as of the end of the immediately preceding Valuation Period.

(c)  is a factor representing the Mortality and Expense Risk Fee and
     Administrative Charge applicable after the Annuity Commencement Date. This
     factor is less than or equal to, on an annual basis, the percentage shown
     on page 3 of the daily net asset value of a fund share held in the Separate
     Account for that Subaccount.

Determination of the First Variable Payment

The amount of the first variable payment is determined by multiplying each $
1,000 of proceeds allocated to a variable payment option by the amounts shown on
page 13 for the variable option you select The tables are based on a 5%
effective annual Assumed Investment Return and the " 1983 Table a" (male,
female, and unisex if required by law) mortality table improved to the year 2000
with projection scale G. (The " 1983 Table a" mortality rates are adjusted based
on improvements in mortality since 1983 to more appropriately reflect increased
longevity. This is accomplished using a set of improvement factors referred to
as projection scale G.)

Option 3V - Life Income
You may choose between:
1.   "No Period Certain" - Payments will be made only during the lifetime of the
     Annuitant

2.   "10 Years Certain" - Payments will be made for the longer of the
     Annuitant's lifetime or ten years. In the event of the death of the person
     receiving payments prior to the end of the period for which the election
     was made, payments will be continued to that person's beneficiary or their
     present value may be paid in a single sum.

Option 5V - Joint and Survivor Annuity
Payments are made as long as either the Payee or the joint Payee is living.

Determination of Subsequent Variable Payments
The amount of each variable annuity payment after the first will increase or
decrease according to the value of the variable annuity units which reflect the
investment experience of the selected Subaccounts. Each variable annuity payment
after the first will be equal to the number of variable annuity units in the
selected Subaccounts multiplied by the variable annuity unit value on the date
the payment is made. The number of variable annuity units in each selected
Subaccount is determined by dividing the first variable annuity payment
allocated to the Subaccount by the variable annuity unit value of that
Subaccount on the Annuity Commencement Date.

                                  PAGE 11(B)
<PAGE>

                    GUARANTEED FIXED ACCOUNT PAYMENT OPTIONS

The amounts shown in these tables are the guaranteed amounts for each $1,000 of
the proceeds. Higher current amounts may be available at the time of settlement.

<TABLE>
<CAPTION>
-----------------------------        -------------------------   ------------------------   ------------------------
Option 2, Table I                      Option 3, Table II         Option 3, Table III         Option 3, Table IV
--------------------------------------------------------------------------------------------------------------------
                                                                                            Monthly Installment for
Number         Amount of             Monthly Installment for    Monthly Installment for              Life
Of Years        Monthly                       Life                        Life               Guaranteed Return of
Payable       Installment               No Period Certain           10 Years Certain               Proceeds

                               ---- -----  ----------  -------  -----  --------   --------  ----   --------   ------

                               Age* Male       Female   Unisex  Male     Female     Unisex  Male     Female    Unisex
------------  --------------   ---- -----  ----------  -------  -----  --------   --------  ----   --------   ------
<C>                <C>          <C>  <C>       <C>      <C>     <C>      <C>        <C>     <C>      <C>       <C>
                                50   $3.87     $3.55    $3.71   $3.84    $3.54      $3.70   $3.73    $3.49     $3.61
                                51    3.93      3.60     3.77    3.90     3.59       3.75    3.79     3.53      3.66
                                52    4.00      3.65     3.83    3.97     3.64       3.81    3.84     3.58      3.71
                                53    4.07      3.71     3.90    4.04     3.70       3.87    3.90     3.63      3.76
5                  $17.91       54    4.15      3.77     3.97    4.11     3.75       3.94    3.96     3.68      3.82
6                   15.14       55    4.23      3.83     4.04    4.19     3.82       4.01    4.03     3.73      3.88
7                   13.16       56    4.32      3.90     4.11    4.27     3.88       4.08    4.10     3.79      3.94
8                   11.68       57    4.41      3.97     4.19    4.35     3.95       4.15    4.17     3.85      4.00
9                   10.53       58    4.50      4.05     4.28    4.44     4.02       4.24    4.24     3.91      4.07
10                   9.61       59    4.61      4.13     4.37    4.53     4.10       4.32    4.32     3.97      4.14
11                   8.86       60    4.72      4.21     4.47    4.63     4.18       4.41    4.40     4.04      4.22
12                   8.24       61    4.84      4.30     4.57    4.74     4.26       4.51    4.49     4.12      4.30
13                   7.71       62    4.96      4.40     4.68    4.85     4.35       4.61    4.58     4.19      4.38
14                   7.26       63    5.10      4.50     4.80    4.97     4.45       4.71    4.68     4.28      4.47
15                   6.87       64    5.24      4.61     4.93    5.09     4.55       4.83    4.78     4.36      4.56
16                   6.53       65    5.40      4.73     5.06    5.22     4.66       4.95    4.88     4.45      4.66
17                   6.23       66    5.56      4.85     5.21    5.36     4.77       5.07    4.99     4.55      4.76
18                   5.96       67    5.74      4.99     5.36    5.50     4.89       5.20    5.11     4.65      4.87
19                   5.73       68    5.93      5.13     5.53    5.65     5.02       5.34    5.24     4.76      4.98
20                   5.51       69    6.13      5.29     5.71    5.80     5.15       5.49    5.37     4.87      5.10
                                70    6.34      5.45     5.90    5.96     5.30       5.64    5.51     4.99      5.23
------------  --------------   ---- -----  ----------  -------  -----  --------   --------  ----   --------   ------
                                                 Option 5, Table V
------------------------------------------------------------------------------------------------------
                                  Monthly Installment For Joint and Full Survivor
------------------------------------------------------------------------------------------------------
Age of                                                     Age of Female Annuitant*
Male
Annuitant*
                           ------   -----------   -------  -----   ----------   ----------   ---------
                           15       12 Years      9 Years  6       3 Years                    3 Years
                           Years    Less Than     Less     Years   Less Than       Same As    More
                           Less     Male          Than     Less    Male            Male       Than
                           than                   Male     Than                               Male
                           Male                            Male
------------------------   ------   -----------   -------  -----   ----------   ----------   ---------
<C>                        <C>     <C>            <C>     <C>      <C>            <C>          <C>
50                         $2.99   $3.05          $3.11   $3.18    $3.25          $3.32        $3.39
55                          3.11    3.19           3.27    3.35     3.44           3.53         3.63
60                          3.27    3.37           3.47    3.58     3.70           3.82         3.95
65                          3.47    3.60           3.74    3.89     4.05           4.22         4.39
70                          3.74    3.91           4.10    4.31     4.53           4.77         5.02
------------------------   ------   -----------   -------  -----   ----------   ----------   ---------
                               Monthly Installment For Unisex Joint and Full Survivor
------------------------------------------------------------------------------------------------------
Age of                     Age of Joint Annuitant*
First
Annuitant*
                          ----------------------------------------------------------------------------
                           15       12 Years      9 Years  6       3 Years                    3 Years
                           Years    Less Than     Less     Years   Less Than       Same As    More
                           Less     First         Than     Less    First           First      Than
                           than                   First    Than                               First
                           First                           First
------------------------   ------   -----------   -------  -----   ----------   ----------   ---------
<S>                       <C>     <C>            <C>     <C>      <C>            <C>          <C>
50                        $3.04   $3.09          $3.15   $3.21    $3.27          $3.33        $3.39
55                         3.17    3.24           3.32    3.40     3.48           3.56         3.63
60                         3.34    3.44           3.54    3.64     3.75           3.85         3.95
65                         3.57    3.70           3.83    3.97     4.11           4.26         4.39
70                         3.87    4.04           4.22    4.42     4.62           4.82         5.01
------------------------------------------------------------------------------------------------------
</TABLE>
*Adjusted Age as defined in Section 10.A.
--------------------------------------------------------------------------------
The annual, semi-annual or quarterly installments under Option 2 shall be the
monthly installment shown multiplied by 11.84, 5.96 or 2.99 respectively, and
for Options 3 and 5 the monthly installment shown multiplied by 11.80, 5.95 or
2.99 respectively.
--------------------------------------------------------------------------------
Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.

                                    PAGE 12
<PAGE>

                            VARIABLE PAYMENT OPTIONS
                       BASED ON ASSUMED INVESTMENT RETURN

The amounts shown in these tables are the initial payment amounts based on a
5.0% Assumed Investment Return for each $1,000 of the proceeds.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                               Option 3 - V, Table II                                 Option 3 - V, Table III
-------  ----------               -------------------------------------------------------  ---------------------------------------
                                            Monthly Installment for Life                            Monthly Installment for Life
                                            No Period Certain                                       10 Years Certain
                     -----------  --------------  -----------------  --------------------  ---------------  ------------  --------
                      Age*         Male            Female              Unisex                 Male             Female       Unisex
-------  ----------  -----------  --------------  -----------------  --------------------  ---------------  ------------  --------
<S>      <C>         <C>           <C>             <C>                 <C>                    <C>              <C>          <C>
                      50           $5.11           $4.81               $4.96                  $5.07            $4.79        $4.94
                      51            5.17            4.85                5.02                   5.13             4.83         4.99
                      52            5.24            4.90                5.07                   5.19             4.88         5.04
                      53            5.31            4.95                5.13                   5.25             4.93         5.10
                      54            5.38            5.01                5.20                   5.32             4.98         5.16
                      55            5.46            5.06                5.26                   5.39             5.04         5.22
                      56            5.54            5.12                5.34                   5.47             5.09         5.28
                      57            5.63            5.19                5.41                   5.54             5.16         5.36
                      58            5.72            5.26                5.49                   5.63             5.22         5.43
                      59            5.82            5.34                5.58                   5.72             5.29         5.51
                      60            5.93            5.42                5.68                   5.81             5.37         5.60
                      61            6.04            5.50                5.78                   5.91             5.44         5.69
                      62            6.17            5.60                5.89                   6.02             5.53         5.78
                      63            6.30            5.69                6.00                   6.13             5.62         5.88
                      64            6.44            5.80                6.13                   6.25             5.71         5.99
                      65            6.60            5.91                6.26                   6.37             5.82         6.10
                      66            6.76            6.04                6.40                   6.50             5.92         6.22
                      67            6.94            6.17                6.56                   6.63             6.04         6.35
                      68            7.13            6.31                6.72                   6.77             6.16         6.48
                      69            7.33            6.46                6.90                   6.92             6.29         6.62
                      70            7.55            6.63                7.09                   7.07             6.43         6.76
-------  ----------  -----------  --------------  -----------------  --------------------  ---------------  ------------  --------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                            Option 5V, Table V
------------------------------------------------------------------------------------------------------------------------------------

                                              Monthly Installment For Joint and Full Survivor
------------------------------------------------------------------------------------------------------------------------------------

Age of                                                                   Age of Female Annuitant*
Male              --------------  -----------------  --------------  --------------  --------------  --------------  ---------------

Annuitant*          15 Years        12 Years           9 Years         6 Years         3 Years                          3 Years
                    Less than       Less Than          Less Than       Less Than       Less Than       Same As         More Than
                    Male            Male               Male            Male            Male            Male            Male
----------------  --------------  -----------------  --------------  --------------  --------------  --------------  ---------------

<S>                 <C>                <C>             <C>             <C>             <C>                <C>            <C>
50                  $4.32              $4.36           $4.41           $4.46           $4.51              $4.57          $4.62
55                   4.42               4.47            4.53            4.60            4.67               4.75           4.83
60                   4.54               4.62            4.70            4.80            4.90               5.01           5.12
65                   4.71               4.82            4.94            5.07            5.22               5.37           5.53
70                   4.95               5.10            5.27            5.46            5.67               5.89           6.13
----------------  --------------  -----------------  --------------  --------------  --------------  --------------  ---------------

                                          Monthly Installment For Unisex Joint and Full Survivor
----------------  ------------------------------------------------------------------------------------------------------------------

Age of                                                                   Age of Joint Annuitant*
First             --------------  -----------------  --------------  --------------  --------------  --------------  ---------------

Annuitant*          15 Years        12 Years           9 Years         6 Years         3 Years                         3 Years
                    Less than       Less Than          Less Than       Less Than       Less Than       Same As         More Than
                    First           First              First           First           First           First           First
----------------  --------------  -----------------  --------------  --------------  --------------  --------------  ---------------

50                  $4.40              $4.45           $4.50           $4.55           $4.61              $4.67          $4.72
55                   4.52               4.59            4.66            4.73            4.81               4.89           4.96
60                   4.69               4.78            4.87            4.97            5.08               5.19           5.29
65                   4.91               5.04            5.17            5.31            5.46               5.62           5.77
70                   5.22               5.40            5.59            5.79            6.02               6.24           6.47
----------------  --------------  -----------------  --------------  --------------  --------------  --------------  ---------------

</TABLE>
*Adjusted Age as defined in Section 10.A.
--------------------------------------------------------------------------------
The annual, semi-annual or quarterly installments shall be the monthly
installment shown for Options 3-V and 5-V multiplied by 11.70, 5.93 or 2.99
respectively.
--------------------------------------------------------------------------------
Dollar amounts of monthly installments not shown in the above tables will be
calculated on the same basis as those shown and may be obtained from the
Company.
--------------------------------------------------------------------------------

                                    PAGE 13
<PAGE>

                         SECTION 11 - GENERAL PROVISIONS

PARTICIPANT CERTIFICATES
We will issue a Certificate to each Participant.

MODIFICATION OF CONTRACT
No change in this Certificate or the Group Contract is valid unless made in
writing by us and approved by one of our officers. No registered representative
has authority to change or waive any provision of the Group Contract or this
Certificate.

TAX QUALIFICATION
This Certificate is intended to qualify as an annuity contract for federal
income tax purposes. The provisions of this Certificate are to be interpreted to
maintain such qualification. To maintain such tax qualification, we reserve the
right to amend this Certificate to reflect any clarifications that may be needed
or are appropriate to maintain such tax qualification or to conform this
Certificate to any applicable changes in the tax qualification requirements. We
will send the Certificate Owner a copy in the event of any such amendment. If
such an amendment is refused, it must be by giving us written notice, and
refusal may result in adverse tax consequences.

NON-PARTICIPATING
The Group Contract and Group Certificates will not share in our surplus
earnings.

AGE OR SEX CORRECTIONS
If the age or sex of the Annuitant has been misstated, the benefits will be
those which the premiums paid would have purchased for the correct age and sex.
If required by law to ignore differences in the sex of the Annuitant, the
payment options will be determined using the unisex factors in Section 10.

Any underpayment made by us will be paid with the next payment. Any overpayment
made by us will be deducted from future payments. Any underpayment or
overpayment, will include interest at 5% per year, from the date of the wrong
payment to the date of the adjustment.

INCONTESTABILITY
This Certificate shall be incontestable from the Certificate Date.

EVIDENCE OF SURVIVAL
We have the right to require satisfactory evidence that a person was alive if a
payment is based on that person being alive. No payment will be made until we
receive the evidence.

SETTLEMENT
Any payment by us under this Certificate is payable at our Home Office.

RIGHTS OF CERTIFICATE OWNER
You may, while the Annuitant is living:

1.   Assign this Certificate.

2.   Surrender this Certificate to us.

3.   Amend or modify this, Certificate with our consent.

4.   Receive annuity payments or name a Payee to receive the payments.

5.   Exercise, receive and enjoy every other right and benefit contained in this
     Certificate.

The use of these rights may be subject to the consent of any assignee or
irrevocable beneficiary; and of the spouse in a community or marital property
state.

Unless we have been notified of a community or marital property interest in this
Certificate, we will rely on our good faith belief that no such interest exists
and will assume no responsibility for inquiry.

SUCCESSOR CERTIFICATE OWNER
A successor Certificate Owner can be named in any enrollment form, or in a
notice you sign which gives us the facts that we need. The successor Certificate
Owner will become the new Certificate Owner when you die, if you die before the
Annuitant. If no successor Certificate Owner survives you and you die before the
Annuitant, your estate will become the new Certificate Owner.

CHANGE OF OWNERSHIP
In the case of a non-tax qualified annuity, you can change the Certificate Owner
of this Certificate from yourself to a new Certificate Owner, in a notice you
sign which gives us the facts that we need. When this change takes effect, all
rights of ownership in this Certificate will pass to the new Certificate Owner.

A change of Certificate Owner or successor Certificate Owner will not be
effective until it is recorded in our records. After it has been so recorded,
the change will take effect as of the date you signed the notice. However, if
the Annuitant dies before the notice has been so recorded, it will not be
effective as to those proceeds we have paid before the change was recorded in
our records. We may require that the change be endorsed in the Certificate.
Changing the Certificate Owner or naming a new successor Certificate Owner
cancels any prior choice of successor Certificate Owner, but does not change the
beneficiary or the Annuitant.

ANNUITY COMMENCEMENT DATE
The Annuity Commencement Date is the date annuity payments begin. This date may
not be later than the last day of the Certificate month starting after the
Annuitant attains age 85, except as expressly allowed by us, but in no event
later than the last day of the Certificate month following the month in which
the Annuitant attains age 95. You may change the Annuity Commencement Date at
any time before the Annuity Commencement Date by giving us 30 days' written
notice.

                                    PAGE 14
<PAGE>

                                SECTION 11 - CONT

ASSIGNMENT

(a)  In the case of a non-tax qualified annuity, this Certificate may be
     assigned. The assignment must be in writing and filed with us.

(b)  We assume no responsibility for the validity of any assignment. Any claim
     made under an assignment shall be subject to proof of interest and the
     extent of the assignment.

(c)  This Certificate may be applied for and issued to qualify as a
     tax-qualified annuity under certain sections of the Internal Revenue Code.
     This will be specified in the enrollment form, or information provided in
     lieu thereof. Ownership of this Certificate then is restricted so that it
     will comply with provisions of the Internal Revenue Code.

Assignment of this Certificate may result in adverse tax consequences.

BENEFICIARY
Death proceeds, when payable in accordance with Section 9, are payable to the
designated beneficiary or beneficiaries. Such beneficiary(ies) must be named in
the enrollment form, or information provided in lieu thereof, and may be changed
without consent (unless irrevocably designated or required by law) by notifying
us in writing on a form acceptable to us. The change will take effect upon the
date signed, whether or not you are living when we receive it. The notice must
have been postmarked (or show other evidence of delivery that is acceptable to
us) on or before the date of death. The most recent change of beneficiary notice
will replace any prior beneficiary designations. No change will apply to any
payment we made before the written notice was received. If an irrevocable
beneficiary dies, you may designate a new beneficiary.

You may direct that the beneficiary shall not have the right to withdraw, assign
or commute any sum payable under an option. In the absence of such election or
direction, the beneficiary may change the manner of payment or make an election
of any option.

If any primary or contingent beneficiary dies before the Annuitant, that
beneficiary's interest in this Certificate ends with that beneficiary's death.
Only those beneficiaries living at the time of the Annuitant's death will be
eligible to receive their share of the Death Proceeds. In the event no
contingent beneficiaries have been named and all primary beneficiaries have died
before the death proceeds become payable, the Certificate Owner(s) will become
the beneficiary(ies) unless elected otherwise in accordance with Section 9. If
both primary and contingent beneficiaries have been named, payment will be made
to the named primary beneficiaries living at the time the death proceeds become
payable. If there is more than one beneficiary and you failed to specify their
interest, they will share equally. Payment will be made to the named contingent
beneficiary(ies) only if all primary beneficiaries have died before the death
proceeds become payable. If any primary beneficiary is alive at the time the
death proceeds become payable, but dies before receiving their payment, their
share will be paid to their estate.

In cases where the annuitant dies and the Certificate Owner (who is not the
annuitant) elected to receive the death proceeds in accordance with Section 9,
if the annuitant's estate has been named as beneficiary, then payment will be
made to the Certificate Owner.

PROTECTION OF PROCEEDS
Unless you so direct by filing written notice with us, no beneficiary may assign
any payments under this Certificate before the same are due. To the extent
permitted by law, no payments under this Certificate will be subject to the
claims of creditors of the Certificate Owner or any beneficiary.

DEFERMENT
We will pay any Partial Withdrawals or surrender proceeds from the Separate
Accounts) within 7 days after we receive all requirements that we need. However,
it may happen that the New York Stock Exchange is closed for trading (other than
the usual weekend or holiday closings), or the Securities and Exchange
Commission restricts trading or determines that an emergency exists. If so, it
may not be practical for us to determine the investment experience of the
Separate Account. In that case, we may defer transfers among the Subaccounts and
to the Fixed Account, and determination or payment of Partial Withdrawals or
surrender proceeds.

When permitted by law, we may defer paying any Partial Withdrawals or surrender
proceeds from the Fixed Account for up to 6 months from the date we receive the
request. If the Certificate Owner dies after the request is received, but before
the request is processed, the request will be processed before the death
proceeds are determined. Interest will be paid on any amount deferred for 30
days or more. This rate will be computed at the rate of interest currently paid
on proceeds left under the Interest Payments Settlement Option.

REPORTS TO OWNER
We will give you an annual report at least once each Certificate Year. This
report will show the number and value of the accumulation units held in each of
the Subaccounts as well as the value of the Fixed Account. It will also give you
the Death Benefit, Cash Value, and any other facts required by law or
regulation.

                                    PAGE 15
<PAGE>

[LOGO] PFL Life Insurance Company

       A Stock Company
       Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
       (Hereafter called the Company, we, our or us)  (3191 398-8511



SERVICE CHARGE WAIVER


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.


The Service Charge provision in Section 4, Policy Value, is amended to include
the following language:

     The Service Charge will not be deducted on a Certificate Anniversary or at
     the time of surrender if, at such time, either (1) the sum of all premium
     payments made less the sum of all withdrawals taken equals or exceeds
     $50,000 or (2) the Policy Value equals or exceeds $50,000.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.



                  /s/ Craig D. [ILLEGIBLE]          /s/ William L. Busler
                        SECRETARY                          PRESIDENT
<PAGE>

       PFL Life Insurance Company

       A Stock Company
       Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
       (Hereafter called the Company, we, our or us)  (319) 398-8511

GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language:

     The amount of the death proceeds will be the greatest of (a), (b), or (c),
     where:

     (a) is the Policy Value on the date we receive due proof of death and an
     election of a method of settlement;

     (b) is the Cash Value on the date we receive due proof of death and an
     election of a method of settlement, and;

     (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
     premium payments received, less any Gross Partial Withdrawals from the date
     of death to the date of payment of death proceeds.

     If no payment option is selected by the date of death, the beneficiary may
     make such election within 60 days of the date we receive due proof of
     death. The beneficiary may elect to receive the death proceeds as a lump
     sum payment or may use the death proceeds to provide any of the annuity
     payment options described in Section 10. Interest on death proceeds will be
     paid as required by law.

     The Guaranteed Minimum Death Benefit is 5% Annually Compounding Death
     Benefit. The GMDB is equal to the total premiums paid for the Certificate,
     less any Partial Withdrawals, accumulated at 5% interest per annum from the
     payment or withdrawal date to the date of death.

     The Adjusted Partial Withdrawal is the total amount deducted from the GMDB
     as a result of a Partial Withdrawal as used in the GMDB provision. It is
     equal to the Gross Partial Withdrawal described in Section 5, multiplied by
     an Adjustment Factor. The Adjustment Factor is equal to the amount of the
     death proceeds prior to the Partial Withdrawal divided by the Policy Value
     prior to the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                        Signed for us at our home office.


               /s/ Craig D. [ILLEGIBLE]            /s/ William L. Busler
                      SECRETARY                          PRESIDENT

<PAGE>

     PFL Life Insurance Company

     A Stock Company
     Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
     (Hereafter called the Company, we, our or us)  (319) 398-8511

GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language

The amount of the death proceeds will be the greatest of (a), (b), or (c), where

(a) is the Policy Value on the date we receive due proof of death and an
election of a method of settlement;

(b) is the Cash Value on the date we receive due proof of death and an election
of a method of settlement, and;

(c) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional premium
payments received, less any Gross Partial Withdrawals from the date of death to
the date of payment of death proceeds.

If no payment option is selected by the date of death, the beneficiary may make
such election within 60 days of the date we receive due proof of death. The
beneficiary may elect to receive the death proceeds as a lump sum payment or may
use the death proceeds to provide any of the annuity payment options described
in Section 10. Interest on death proceeds will be paid as required by law.

The Guaranteed Minimum Death Benefit is the Double Enhanced Death Benefit.  The
GMDB is the greater of (1) and (2) where:
     (1) is a 5% Annually Compounding Death Benefit, equal to:
              a)   the total premiums paid for the Certificate; minus
              b)   Adjusted Partial Withdrawals (as described below; plus
              c)   interest accumulated at 5% per annum from the payment or
                   withdrawal date to the earlier of the date of death or the
                   Certificate Owner's 81st birthday.
     (2) is a Step-Up Death Benefit, equal to:
              a)   the largest Policy Value on the Certificate Date or on any
                   Certificate Anniversary prior to the earlier of the date of
                   death or the Certificate Owner's 81st birthday; plus
              b)   any Premium Payments made since then, minus any Adjusted
                   Partial Withdrawals made since then.

If the Certificate Owner is a nonnatural person, or if the Certificate Owner has
elected to have the death proceeds paid upon the death of the annuitant, the
Guaranteed Minimum Death Benefit will be based upon the annuitant's age.

The Adjusted Partial Withdrawal is the total amount deducted from the GMDB as a
result of a Partial Withdrawal as used in the GMDB provision. It is equal to the
Gross Partial Withdrawal described in Section 5, multiplied by an Adjustment
Factor. The Adjustment Factor is equal to the amount of the death proceeds prior
to the Partial Withdrawal divided by the Policy Value prior to the Partial
Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


              /s/ Craig D. [ILLEGIBLE]            /s/ William L. Busler
                    SECRETARY                           PRESIDENT
<PAGE>

[LOGO]  PFL Life Insurance Company

        A Stock Company
        Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
        (Hereafter called the Company, we, our or us)  (319) 398-8511



GUARANTEED MINIMUM DEATH BENEFIT

This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language:

     The amount of the death proceeds will be the greatest of (a), (b), or (c),
     where:

     (a) is the Policy Value on the date we receive due proof of death and an
     election of a method of settlement;

     (b) is the Cash Value on the date we receive due proof of death and an
     election of a method of settlement, and;

     (b) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
     premium payments received, less any Gross Partial Withdrawals from the date
     of death to the date of payment of death proceeds.

     If no payment option is selected by the date of death, the beneficiary may
     make such election within 60 days of the date we receive due proof of
     death. The beneficiary may elect to receive the death proceeds as a lump
     sum payment or may use the death proceeds to provide any of the annuity
     payment options described in Section 10. Interest on death proceeds will be
     paid as required by law.

     The Guaranteed Minimum Death Benefit is the Return of Premium Death
     Benefit. The GMDB is equal to the total premiums paid for the Certificate,
     less any Partial Withdrawals, as of the date of death.

     The Adjusted Partial Withdrawal is the total amount deducted from the GMDB
     as a result of a Partial Withdrawal as used in the GMDB provision. It is
     equal to the Gross Partial Withdrawal described in Section 5, multiplied by
     an Adjustment Factor. The Adjustment Factor is equal to the amount of the
     death proceeds prior to the Partial Withdrawal divided by the Policy Value
     prior to the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.

               /s/ Craig D. [ILLEGIBLE]      /s/ William L. Busler

                      SECRETARY                     PRESIDENT
<PAGE>

      [LOGO OF PFL LIFE INSURANCE COMPANY]

      PFL Life Insurance Company

      A Stock Company
      Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
      (Hereafter called the Company, we, our or us)  (319) 398-8511



GUARANTEED MINIMUM DEATH BENEFIT


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate page.

The Death Proceeds Prior to Annuity Commencement Date Provision in Section 9,
Death Proceeds, is replaced with the following language

The amount of the death proceeds will be the greatest of (a), (b), or (c), where

     (a) is the Policy Value on the date we receive due proof of death and an
     election of a method of settlement;

     (b) is the Cash Value on the date we receive due proof of death and an
     election of a method of settlement, and;

     (c) is the Guaranteed Minimum Death Benefit (GMDB), plus any additional
     premium payments received, less any Gross Partial Withdrawals from the date
     of death to the date of payment of death proceeds.

     If no payment option is selected by the date of death, the beneficiary may
     make such election within 60 days of the date we receive due proof of
     death. The beneficiary may elect to receive the death proceeds as a lump
     sum payment or may use the death proceeds to provide any of the annuity
     payment options described in Section 10. Interest on death proceeds will be
     paid as required by law.

     The Guaranteed Minimum Death Benefit is the Step-Up Death Benefit. The GMDB
     is equal to the largest Policy Value on the Certificate Date or on any
     Certificate Anniversary prior to the earlier of the date of death or the
     Certificate Owner's 81st birthday, plus any Premium Payments made since
     then, minus any Adjusted Partial withdrawals made since then.

     If the Certificate Owner is a nonnatural person, or if the Certificate
     Owner has elected to have the death proceeds paid upon the death of the
     annuitant, the Guaranteed Minimum Death Benefit will be based upon the
     annuitant's age.

     The Adjusted Partial Withdrawal is the total amount deducted from the GMDB
     as a result of a Partial Withdrawal as used in the GMDB provision. It is
     equal to the Gross Partial Withdrawal described in Section 5, multiplied by
     an Adjustment Factor. The Adjustment Factor is equal to the amount of the
     death proceeds prior to the Partial Withdrawal divided by the Policy Value
     prior to the Partial Withdrawal.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                        Signed for us at our home office.


         /s/ Craig D. [ILLEGIBLE]                /s/ William L. Busler
               SECRETARY                               PRESIDENT
<PAGE>

      [LOGO OF PFL LIFE INSURANCE COMPANY]

      PFL Life Insurance Company

      A Stock Company
      Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
      (Hereafter called the Company, we, our or us)  (319) 398-8511



LUMP SUM PARTIAL WITHDRAWAL OPTION


This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language

     Beginning in the 2nd Certificate Year, the Certificate Owner may withdraw,
     free from Surrender Charges, and free from Excess Interest Adjustments, an
     amount equal to the Maximum of A or B where

     A    is the cumulative Earnings, if any, in the Policy Value. The
          Cumulative Earnings is an amount equal to the Policy Value as the time
          a Lump Sum payout is made, minus the sum of all premium payments
          reduced by all prior Partial Withdrawals, if any.

     B    is an amount up to 10% of the Cumulative Premium Payments immediately
          prior to the Partial Withdrawal.

     The minimum Partial Withdrawal under this option is $500. This Partial
     Withdrawal option is available once per Certificate Year.

This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                         Signed for us at our home office.


         /s/ Craig D. [ILLEGIBLE]                /s/ William L. Busler
               SECRETARY                               PRESIDENT
<PAGE>

     [LOGO OF PFL LIFE INSURANCE COMPANY]

     PFL Life Insurance Company

     A Stock Company
     Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
     (Hereafter called the Company, we, our or us) (319) 398-8511


SYSTEMATIC PAYOUT OPTION



This Rider is a part of the Contract/Certificate if it is shown in the Schedule
of Additional Benefits section on the Contract/Certificate Data page.

The Partial Withdrawals provision in Section 5, Cash Value and Partial
Withdrawals, is amended to include the following language:


     Beginning in the 1st Certificate Year, a Systematic Payout Option (SPO) is
     available on a monthly, quarterly, semi-annual or annual basis. At the time
     a SPO payout is made, such payout must be at least $50 and may not exceed
     the Maximum of A or B, divided by the number of payouts made per year (e.g.
     12 for monthly). No Surrender Charges or Excess Interest Adjustment will
     apply to the SPO payout. Monthly and quarterly payouts must be sent through
     electronic funds transfer directly to a checking or savings account The
     Certificate Owner may start or stop SPO payouts at any time; however, 30
     days written notice is required to stop SPO payouts. Once stopped, the
     Certificate Owner must wait until the first day of the next Certificate
     Year to begin a new SPO.

     A    is the Cumulative Earnings, if any, in the Policy Value. The
          Cumulative Earnings is an amount equal to the Policy Value at the time
          a SPO payout is made, minus the sum of all premium payments reduced by
          all prior Partial Withdrawals, if any.

     B    is an amount up to 10% of the Cumulative Premium Payments immediately
          prior to the Partial Withdrawal.

     Once the Certificate Owner has elected a SPO, the Certificate Owner must
     wait a minimum time before the first SPO payment: one month for a monthly
     SPO, three months for quarterly, six months for semi-annual, or twelve
     months for annual.


This Rider takes effect and expires concurrently with the Contract/Certificate
to which it is attached and is subject to all the terms and conditions of the
Contract/Certificate not inconsistent herewith.

                       Signed for us at our home office.


         /s/ Craig D. [ILLEGIBLE]                /s/ William L. Busler
               SECRETARY                               PRESIDENT
<PAGE>

       [LOGO OF PFL LIFE INSURANCE COMPANY]

       PFL Life Insurance Company

       A Stock Company
       Home Office located at 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
       (Hereafter called the Company, we, our or us)  (3191 398-8511

                     GUARANTEED MINIMUM INCOME BENEFIT RIDER

This rider provides your variable annuity with a Minimum Annuitization Value
which can only be used with the Annuity Factors shown in Schedule I of this
rider. This Minimum Annuitization value is guaranteed by us, regardless of the
performance of the variable annuity's investments.

This rider is attached to and made part of your Certificate as of the Rider
Date. This rider may only be terminated as provided herein. This rider is
subject to all of the provisions in the Certificate that do not conflict with
the provisions of this rider. The Rider Payment Options provide for variable
annuity payments. Subsequent payments may fluctuate with the investment
performance of Your annuity Subaccounts, but will never be less than the initial
payment

<TABLE>
<S>                                <C>                <C>                                 <C>             <C>
Certificate Number.                123456

Rider Date:                        05-01-1999            Last Date To Upgrade:            07-15-2038

Annual Growth Rate:                3.00%              Guaranteed -Minimum Income Benefit
Rider Fee Percentage:              0.50%            First Date to Elect Benefit:          07-15-2009
Rider Fee Waiver                                     Last Date to Elect Benefit:          12-31-2048

Threshold:                         200%


Mortality and Expense Risk Fee and Administrative Charge after the Election Date:                         3.50%
<CAPTION>

           Rider Date                Age          Minimum Annuitization           Guaranteed Minimum
                                                         Values*                   Monthly Payment**
           ------------              ----         ------------------------         -----------------
<S>                                  <C>          <C>                              <C>
           07/ 15/ 1998               35                  $100,000.00                    N/A

    Election
    Date

           07/15/2008                 45                  $134,391.64                $  479.78
           07/15/2009                 46                  $138,423.39                $  501.09
           07/15/2010                 47                  $142,576.09                $  523.35

           07/15/2011                 48                  $146,853.37                $  547.76
           07/15/2012                 49                  $151,258.97                $  571.76
           07/15/2013                 50                  $155,796.74                $  598.26
           07/15/2014                 51                  $160,470.64                $  625.84
           07/15/2015                 52                  $165,284.76                $  656.18

           07/15/2016                 53                  $170,243.31                $  687.78
           07/15/2017                 54                  $175,350.61                $  720.69
</TABLE>

*Assumes no further payments, no premium tax, and no withdrawals. This amount
may only be used for annuitization with the Rider Payment Options provided in
this rider.


** Assumes the Minimum Annuitization Value shown is applied to a life with 10
year certain Rider Payment Option with monthly payments.

                                       1
<PAGE>

DEFINITIONS
The following definitions used in this Rider are for reference only.

Annuitant
The Annuitant is designated on the Certificate Data Page. The variable annuity
payments are paid to the Annuitant (or surviving Joint Annuitant).

Annuity Factor
A factor for the applicable Annuitant age, sex and Rider Payment Option is shown
in Schedule I or Schedule II of this rider. For the Rider Payment Option chosen,
the Annuity Factor from Schedule I and the Minimum Annuitization Value will be
used to determine the applicable annuity payments. For Annuitants age 85 or
older at the time of annuitization, the age 85 Annuity Factor will be used for
Schedule I. Factors not shown are available from us upon request. Schedule I and
Schedule II are based on the " 1983 Table a" mortality table, improved to the
year 2000 with projection scale G.

Election Date
A date that You elect to begin Guaranteed Minimum Income Benefit payments. The
Election Date must be within 30 days following a Certificate Anniversary. The
first and last dates to elect a Rider Payment Option are shown on page one of
this rider.

Minimum Annuitization Value
The amount we will use to determine the Guaranteed Minimum Income Benefit
payments.

Rider Date
The date that this rider is added to the Certificate. This date may only be the
issue date of the Certificate or a Certificate Anniversary date. this is also
the Certificate Anniversary that You most recently elected to upgrade the
Minimum Annuitization Value, if applicable.

Supportable Payment
The Supportable Payment is equal to the number of variable annuity units in the
selected Subaccounts multiplied by the variable annuity unit values in those
Subaccounts on the date the payment is made.

GUARANTEED MINIMUM INCOME BENEFIT
On the Election Date, You may use the Minimum Annuitization Value and the
applicable Annuity Factor to provide variable payments to the Annuitant. The
first variable payment is determined by multiplying each $1,000 of Minimum
Annuitization Value by the Annuity Factor on Schedule I. Each subsequent payment
will be calculated as described in the Certificate, using a 5% Assumed
Investment Return.

For subsequent payments, an annual Mortality and Expense Risk Fee and
Administrative Charge (which includes an investment risk fee) will be charged.
This fee may be different than the Mortality and Expense Risk Fee and
Administrative Charge in effect prior to the Election Date. It may also be
different than the Mortality and Expense Risk Fee and Administrative Charge for
the settlement options shown in the Certificate.

The subsequent payments may fluctuate in accordance with the investment
performance of Your annuity Subaccounts. However, such payments will never be
less than the initial payment.

MINIMUM ANNUITIZATION VALUE
The Minimum Annuitization Value is used to determine Your Guaranteed Minimum
Income Benefit payments. On the Rider Date, the Minimum Annuitization Value is
the value of Your Certificate. thereafter, based upon the effective Annual
Growth Rate (shown on page one of this rider), it will be the value of Your
Certificate on the Rider Date, plus any additional payments made after the Rider
Date, minus policy withdrawals (adjusted as described below), minus any premium
taxes.

Withdrawals
In any Certificate Year, the Minimum Annuitization Value will only be reduced by
the actual amount of a withdrawal as long as the withdrawal does not exceed a
maximum annual free amount. Withdrawals-in excess of the maximum annual free
amount will reduce the Minimum Annuitization Value by an amount equal to (A)
divided by (B) multiplied by (C) where:

     (A) is the amount of the excess withdrawal;
     (B) is the value of Your Certificate after the current Certificate Year
     maximum annual free amount has been withdrawn, but prior to the withdrawal
     of the excess portion; and
     (C) is the Minimum Annuitization Value after the current Certificate Year
     maximum annual free amount has been withdrawn, but prior to withdrawal of
     the excess portion.

For each Certificate Year, the maximum annual free amount is equal to the
Minimum Annuitization Value, as of the beginning of the Certificate Year,
multiplied by the effective Annual Growth Rate as shown on page one of this
rider. Withdrawals during a Certificate Year will reduce the available maximum
annual free amount by the amount of the withdrawal.

RIDER FEE
We will deduct a fee from the value of the Certificate on each Certificate
Anniversary and on the termination date of this rider. The Rider Fee is the
Minimum Annuitization Value at the time the fee is deducted, multiplied by the
Rider Fee Percentage shown on the first page of this rider. The fee will be
deducted from each Subaccount in proportion to the amount of value of the
Certificate in each Subaccount. This fee will not be deducted after the Election
Date or if the Certificate terminates due to the death of the Certificate Owner.

                                       2
<PAGE>

WAIVER OF RIDER FEE
If the value of the Certificate, on a particular Certificate Anniversary,
exceeds an amount equal to the Rider Fee Waiver Threshold (shown on page one of
this rider) multiplied by the Minimum Annuitization Value, the Rider Fee will be
waived for that Certificate Anniversary.

MINIMUM ANNUITIZATION VALUE UPGRADE
The Certificate Owner may elect, in writing, to upgrade the Minimum
Annuitization Value to the value of the Certificate on a Certificate
Anniversary. This may be done within 30 days immediately following any
Certificate Anniversary, and prior to the Last Date to Upgrade shown on page one
of this rider.

If an upgrade is elected, this rider will terminate and a new rider will be
issued with a new Rider Date, Election Date and its own guaranteed benefits. The
new annual Rider Fee Percentage may be different than this rider's, but it will
never be greater than 0.50%.

RIDER PAYMENT OPTIONS
The Minimum Annuitization Value and applicable Annuity Factors from Schedule I
may be applied to the following payment options:

     Life Income - An election may be made for "No Period Certain" or " 10 Years
     Certain". In the event of the death of the person receiving payments prior
     to the end of the chosen period certain, the remaining period certain
     payments will be continued to the beneficiary.

     Joint and Full Survivor - An election may be made for "No Period Certain"
     or " 10 Years Certain". Payments will be made as long as either the
     Annuitant or Joint Annuitant is living. In the event of the death of both
     the Annuitant and the Joint Annuitant prior to the end of the chosen period
     certain, the remaining period certain payments will be continued to the
     beneficiary.

GUARANTEED MINIMUM PAYMENT
On the Election Date, the owner will receive guaranteed minimum payments. The
annual Mortality and Expense Risk Fee and Administration Charge for these
payments is shown on page one of this rider. The percentage shown on page one
also includes a fee to cover investment risk associated with guaranteeing
a minimum payment.

The first payment is based on the Annuity Factors in Schedule I. We guarantee
that each subsequent payment will be equal to or greater than your initial
payment.

During the first Certificate Year following annuitization, each payment will be
stabilized to equal the initial payment. On each Certificate Anniversary
following annuitization, the stabilized payment will be increased or decreased
(but never below the initial payment) and held level for that Certificate Year.
On each Certificate Anniversary following annuitization, the stabilized payment
will equal the greater of the initial payment or the Supportable Payment at that
time.

If the Supportable Payment (at any payment date) is greater than the stabilized
payment for that year, the excess will be used to purchase additional annuity
units as described below. If the Supportable Payment (at any payment date) is
less than the stabilized payment for that year, annuity units will be redeemed
as described below to fund the deficiency.

Purchase /Redemption of Annuity Units:
     The number of annuity units purchased or redeemed is equal to the annuity
     income purchased or redeemed, respectively, divided by the annuity unit
     value for each respective Subaccount. Purchases and redemptions of annuity
     income will be allocated to each Subaccount on a proportionate basis. The
     amount of annuity income purchased or redeemed is the difference between
     the Supportable Payment and the stabilized payment, times the attained age
     nearest birthday Annuity Factors shown in Schedule II, divided by $1,000.
     These factors will reflect the remaining certain period, if any, but will
     be calculated on the same basis as the Schedule II factors.

The Company bears the risk that it will need to make payments if all annuity
units have been redeemed in an attempt to maintain the stabilized payment at the
initial payment level. In such an event, the Company will make all future
payments equal to the initial payment.

ASSIGNMENT
Payments made under this rider may not be pledged or assigned. Payments will
only be made to the Annuitant or Joint Annuitant named in the Certificate.

TERMINATION
This rider will be terminated upon the earliest of:

a.   the Election Date;

b.   30 days after the Last Date to Elect Benefit shown on the first page of
     this rider.

c.   the date the Certificate terminates;

d.   the date you elect to apply the value of the Certificate to annuitize the
     Certificate; and

e.   the date you elect to upgrade your Minimum Annuitization Value.

This rider cannot be terminated prior to the earliest of the above dates.

                        Signed for us at our home office.

         /s/ Craig D. [ILLEGIBLE]                /s/ William L. Busler
               SECRETARY                               PRESIDENT

                                       3
<PAGE>

                          SCHEDULE I - ANNUITY FACTORS

The amounts shown in these tables are the Annuity Factors for each $1,000 of the
Minimum Annuitization Value and assume a 3% Assumed Investment Return.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                Monthly Annuity Factor for                          Monthly Annuity Factor For
                              Life With No Period Certain                               Life  With 10 Years
                                                                                             Certain
-------------------------------------------------------------------------------------------------------------------
     Age*              Male           Female            Unisex                Male            Female         Unisex
-------------------------------------------------------------------------------------------------------------------
     <S>              <C>             <C>                 <C>                  <C>             <C>           <C>
     50               $3.87           $3.55               $3.71                $3.84           $3.54         $3.70
     51                3.93            3.60                3.77                 3.90            3.59          3.75
     52                4.00            3.65                3.83                 3.97            3.64          3.81
     53                4.07            3.71                3.90                 4.04            3.70          3.87
     54                4.15            3.77                3.97                 4.11            3.75          3.94
     55                4.23            3.83                4.04                 4.19            3.82          4.01
     56                4.32            3.90                4.11                 4.27            3.88          4.08
     57                4.41            3.97                4.19                 4.35            3.95          4.15
     58                4.50            4.05                4.28                 4.44            4.02          4.24
     59                4.61            4.13                4.37                 4.53            4.10          4.32
     60                4.72            4.21                4.47                 4.63            4.18          4.41
     61                4.84            4.30                4.57                 4.74            4.26          4.51
     62                4.96            4.40                4.68                 4.85            4.35          4.61
     63                5.10            4.50                4.80                 4.97            4.45          4.71
     64                5.24            4.61                4.93                 5.09            4.55          4.83
     65                5.40            4.73                5.06                 5.22            4.66          4.95
     66                5.56            4.85                5.21                 5.36            4.77          5.07
     67                5.74            4.99                5.36                 5.50            4.89          5.20
     68                5.93            5.13                5.53                 5.65            5.02          5.34
     69                6.13            5.29                5.71                 5.80            5.15          5.49
     70                6.34            5.45                5.90                 5.96            5.30          5.64
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                            Monthly Annuity Factor For Joint and Full Survivor
------------------------------------------------------------------------------------------------------------------------------------

Age of                                                                   Age of Female Annuitant*
Male
Annuitant*
------------------------------------------------------------------------------------------------------------------------------------

                    15 Years        12 Years           9 Years         6 Years         3 Years                           3 Years
                    Less than       Less Than          Less Than       Less Than       Less Than           Same As       More Than
                    Male            Male               Male            Male            Male                Male          Male
------------------------------------------------------------------------------------------------------------------------------------

<S>                 <C>             <C>                <C>             <C>             <C>                 <C>          <C>
50                  $2.99           $3.05              $3.11           $3.18           $3.25               $3.32        $3.39
55                   3.11            3.19               3.27            3.35            3.44                3.53         3.63
60                   3.27            3.37               3.47            3.58            3.70                3.82         3.95
65                   3.47            3.60               3.74            3.89            4.05                4.22         4.39
70                   3.74            3.91               4.10            4.31            4.53                4.77         5.02
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                              Monthly Annuity Factor For Joint and Full Survivor with 10 Year Period Certain
------------------------------------------------------------------------------------------------------------------------------------

Age of                                                                   Age of Female Annuitant*
Male
Annuitant*
------------------------------------------------------------------------------------------------------------------------------------

                    15 Years        12 Years           9 Years         6 Years         3 Years                           3 Years
                    Less than       Less Than          Less Than       Less Than       Less Than           Same As       More Than
                    Male            Male               Male            Male            Male                Male          Male
------------------------------------------------------------------------------------------------------------------------------------

<S>                 <C>             <C>                <C>             <C>             <C>                 <C>          <C>
50                  $2.99           $3.05              $3.11           $3.18           $3.24               $3.31        $3.38
55                   3.11            3.19               3.27            3.35            3.44                3.53         3.63
60                   3.27            3.37               3.47            3.58            3.70                3.82         3.95
65                   3.47            3.60               3.74            3.89            4.05                4.22         4.39
70                   3.74            3.91               4.10            4.30            4.52                4.76         4.99
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

--------------------------------------------------------------------------------
*Age nearest birthday
--------------------------------------------------------------------------------
The annual, semi-annual or quarterly Annuity Factor shall be the monthly Annuity
Factor shown multiplied by 11.80, 5.95 or 2.99 respectively.
--------------------------------------------------------------------------------
Annuity Factors not shown in the above tables will be calculated on the same
basis as those shown and may be obtained from the Company.
--------------------------------------------------------------------------------
<PAGE>

                         SCHEDULE II - ANNUITY FACTORS

The amounts shown in these tables are the Annuity Factors for each $1,000 of the
Minimum Annuitization Value and assume a 5% Assumed Investment Return.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                    Monthly Annuity Factor for                       Monthly Annuity Factor For
                                   Life With No Period Certain                           Life  With 10 Years
                                                                                               Certain
-----------------------------------------------------------------------------------------------------------------------
         Age*              Male           Female            Unisex                Male            Female         Unisex
-----------------------------------------------------------------------------------------------------------------------
         <S>               <C>             <C>              <C>                    <C>             <C>           <C>
         50                $5.14           $4.83            $4.99                  $5.09           $4.80         $4.95
         51                 5.20            4.87             5.04                   5.15            4.85          5.00
         52                 5.27            4.92             5.10                   5.21            4.89          5.05
         53                 5.34            4.98             5.16                   5.27            4.94          5.11
         54                 5.41            5.03             5.22                   5.34            4.99          5.17
         55                 5.49            5.09             5.29                   5.41            5.05          5.23
         56                 5.57            5.15             5.36                   5.48            5.11          5.30
         57                 5.66            5.22             5.44                   5.56            5.17          5.37
         58                 5.75            5.29             5.52                   5.65            5.24          5.45
         59                 5.85            5.37             5.61                   5.74            5.31          5.53
         60                 5.96            5.45             5.71                   5.83            5.38          5.61
         61                 6.08            5.53             5.81                   5.93            5.46          5.70
         62                 6.20            5.63             5.92                   6.04            5.55          5.80
         63                 6.34            5.73             6.04                   6.15            5.64          5.90
         64                 6.48            5.83             6.16                   6.27            5.73          6.01
         65                 6.64            5.95             6.30                   6.39            5.84          6.12
         66                 6.81            6.07             6.44                   6.52            5.94          6.24
         67                 6.99            6.21             6.60                   6.66            6.06          6.37
         68                 7.18            6.35             6.77                   6.80            6.18          6.50
         69                 7.39            6.51             6.95                   6.94            6.31          6.64
         70                 7.61            6.68             7.14                   7.09            6.45          6.78
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                           Monthly Annuity Factor For Joint and Full Survivor
------------------------------------------------------------------------------------------------------------------------------------

Age of                                                                  Age of Female Annuitant*
Male
Annuitant*
------------------------------------------------------------------------------------------------------------------------------------

                   15 Years        12 Years           9 Years         6 Years         3 Years                            3 Years
                   Less than       Less Than          Less Than       Less Than       Less Than           Same As        More Than
                   Male            Male               Male            Male            Male                Male           Male
------------------------------------------------------------------------------------------------------------------------------------

<S>                <C>             <C>                <C>             <C>             <C>                 <C>           <C>
50                 $4.34           $4.38              $4.43           $4.48           $4.53               $4.59         $4.65
55                  4.43            4.49               4.55            4.62            4.70                4.77          4.85
60                  4.56            4.64               4.73            4.82            4.92                5.03          5.15
65                  4.74            4.84               4.96            5.10            5.24                5.40          5.56
70                  4.98            5.13               5.30            5.49            5.70                5.93          6.17
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                             Monthly Annuity Factor For Joint and Full Survivor with 10 Year Period Certain
------------------------------------------------------------------------------------------------------------------------------------

Age of                                                                  Age of Female Annuitant*
Male
Annuitant*
------------------------------------------------------------------------------------------------------------------------------------

                   15 Years        12 Years           9 Years         6 Years         3 Years                            3 Years
                   Less than       Less Than          Less Than       Less Than       Less Than           Same As        More Than
                   Male            Male               Male            Male            Male                Male           Male
------------------------------------------------------------------------------------------------------------------------------------

<S>                <C>             <C>                <C>             <C>             <C>                 <C>           <C>
50                 $4.34           $4.38              $4.43           $4.48           $4.53               $4.59         $4.65
55                  4.43            4.49               4.55            4.62            4.70                4.77          4.85
60                  4.56            4.64               4.72            4.82            4.92                5.03          5.14
65                  4.73            4.84               4.96            5.09            5.24                5.39          5.55
70                  4.97            5.12               5.29            5.48            5.69                5.91          6.14
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

--------------------------------------------------------------------------------
*Age nearest birthday
--------------------------------------------------------------------------------
The annual, semi-annual or quarterly Annuity Factor shall be the monthly Annuity
Factor shown multiplied by 11.70, 5.93 or 2.99 respectively.
--------------------------------------------------------------------------------
Annuity Factors not shown in the above tables will be calculated on the same
basis as those shown and may be obtained from the Company.
--------------------------------------------------------------------------------
<PAGE>

                           PFL Life Insurance Company
   Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499

                     [LOGO OF PFL LIFE INSURANCE COMPANY]

              Group Flexible Premium Variable Annuity Certificate
                  Income Payable At Annuity Commencement Date
           Benefits Based On The Performance Of The Separate Account
  Are Variable And Are Not Guaranteed As To Dollar Amount (See Sections 6 and
                                     10C.)
                               Non-Participating

                                     INDEX

                                                                         Page

Accumulation Units ............................................                7
Adjusted Age (Settlement Options) .............................               11
Age or Sex Corrections ........................................               14
Annuity Commencement Date .....................................               14
Annuity Payments ..............................................   11,11(A),11(B)
Assignment ....................................................               15
Beneficiary ...................................................               15
Cash Value ....................................................                5
Certificate Data Page .........................................                3
Death Proceeds ................................................           10, 11
Definitions ...................................................                2
Dollar Cost Averaging .........................................                9
Excess Interest Adjustment ....................................                5
Evidence of Survival ..........................................               14
Fixed Account .................................................                8
Guaranteed Return of Fixed Account Premium Payments ...........                6
Guaranteed Period .............................................                8
Incontestability ..............................................               14
Modification of Contract ......................................               14
Nonparticipation ..............................................               14
Nursing Care and Terminal' Condition Withdrawal Option ........             5(B)
Partial Withdrawals ...........................................             5(A)
Payee .........................................................            11(A)
Payment of Premiums ...........................................                4
Payment Option Tables .........................................           12, 13
Policy Value ..................................................                5
Proof of Age ..................................................            11(A)
Protection of Proceeds ........................................               15
Right to Cancel ...............................................                1
Separate Account ..............................................             6, 7
Service Charge ................................................                5
Settlement ....................................................               14
Surrender Charges .............................................                6
Transfers .....................................................                8
Unemployment Waiver ...........................................             5(B)