Exhibit 4(a)

     |||GOLDEN                              DEFERRED
    ||||AMERICAN                            COMBINATION
   |||||LIFE INSURANCE                      VARIABLE AND
    ||||COMPANY                             FIXED ANNUITY
                                            GROUP MASTER
                                            CONTRACT

Golden American is a stock company domiciled in Wilmington, Delaware.
--------------------------------------------------------------------------------


           Offices: 1475 Dunwoody Drive, West Chester, Pennsylvania 19380



     CONTRACTHOLDER: [Golden Investor Trust, Inc.] GROUP CONTRACT NUMBER:[12345]

     ISSUED IN:      [Delaware]            CONTRACT ISSUE DATE:[January 1, 1996]

     In this Contract, we, our and us refer to the Golden American Life
     Insurance Company.

     In consideration of application for this Contract and the payment of
     premiums, we agree, subject to the terms and conditions of this Contract,
     to provide the benefits described in this Contract to the persons eligible
     (herein called "Annuitant[s]") under the terms of this Contract.

     If this Contract is in force, we will make income payments to the
     Certificate Owner starting on the Annuity Commencement Date shown in each
     Certificate. If the Certificate Owner or the Annuitant (if the Owner is
     other than a natural person) dies prior to the Annuity Commencement Date
     shown in each Certificate, we will pay a death benefit to the Beneficiary.
     The amounts of such benefits are subject to the terms of this Contract.

     All death proceeds due under this Contract will be paid according to the
     Beneficiary designation and the provisions of this Contract. Payment of
     such death proceeds by us will completely discharge our liability with
     respect to the amounts so paid.

     All provisions set forth on the following pages are a part of this
     Contract.

     Signed for Golden American Life Insurance Company on the Contract Issue
     Date.



  President: /s/ Barnett Chernow             Secretary: /s/ Myles R. Tashman

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DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER
CONTRACT - NO DIVIDENDS

     Variable Cash Surrender Values while a Certificate Owner is living and
     prior to the Annuity Commencement Date.  Death benefit subject to
     guaranteed minimum.  Additional premium payment option.  Partial Withdrawal
     Option.  Non-participating.  Investment results reflected in values.

GA-MA-1082                             1

<PAGE>


                             TABLE OF CONTENTS

        The contents of this Contract appear in the following order:

SCHEDULE...................................................4

     Premium Payment and Investment Information
     General Account
     Contract Facts
     Charges
     Income Plan Factors

IMPORTANT TERMS............................................9

INTRODUCTION TO THE CONTRACT...............................11

     Eligibility
     The Certificate Owner
     The Annuitant
     The Beneficiary

     Change of Certificate Owner or Beneficiary

PREMIUM PAYMENTS AND ALLOCATION CHANGES....................12

     Initial Premium Payment
     Additional Premium Payment Option
     Reallocation of Accumulation Value

     What Happens if a Variable Separate Account Division is Not Available
     Restricted Funds
     Thresholds
     Dollar Cap
     Premium Threshold
     Allocation Threshold
     Thresholds - Effect on Withdrawals
     Threshold Processing

HOW WE MEASURE THE ACCUMULATION VALUE......................15

     The Variable Separate Accounts
     The General Account
     Valuation Period
     Accumulation Value

     Accumulation Value in Each Division and Fixed Allocation
     Fixed Account Guarantee Periods
     Market Value Adjustments
     Measurement of Investment Experience
     Charges Deducted From Accumulation Value for Each Processing Period

THE CERTIFICATE OWNER'S BENEFITS...........................20

     Cash Value Benefit
     Partial Withdrawal Option

DEATH BENEFIT PROCEEDS.....................................21

     Proceeds Payable to the Beneficiary


GA-MA-1082                             2
<PAGE>


CHOOSING AN INCOME PLAN....................................22

     Annuity Benefits
     Annuity Commencement Date Selection
     Frequency Selection
     The Income Plan
     The Annuity Options
     Payment When Named Person Dies

GENERAL PROVISIONS.........................................24

     Entire Contract
     Sending Notice to Us
     Reports to Certificate Owner
     Assignment
     Changing the Contract
     Contract Changes - Applicable Tax
     Law Misstatement of Age or Sex
     Non-Participating
     Payments We May Defer
     Authority to Make Agreements
     Computations
     Facility of Payment
     Incontestability
     Certificates
     Conformity With Law
     Records
     Certificate Owner's Right to Examine the Certificate

GA-MA-1082                             3

<PAGE>


                                  The Schedule

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PREMIUM PAYMENT AND INVESTMENT INFORMATION

     Investment
     Initial Premium                               [Minimum $10,000.]
     Accumulation Value                            As shown in each Certificate.

     Additional Premium Payment
     Minimum payment:       Qualified plan         $[250]
                            Non-qualified plan     $[500]
     Maximum Attained Age of Annuitants and
     Certificate Owners                            [86]

     Allocations
     Maximum Divisions at any one time             [twenty]
     Allocation changes per Certificate Year
     without charge                                [Twelve]
     Excess allocation charge                      $[0]

THE VARIABLE SEPARATE ACCOUNT

     Divisions Investing in Shares of Mutual Funds
     Separate Account B is a unit investment trust separate account, organized
     in and governed by the laws of the State of Delaware, our state of
     domicile. Separate Account B is divided into Divisions. Each Division
     listed below invests in shares of the mutual fund portfolio (the "Series")
     designated. Each portfolio is a part of The GCG Trust managed by Directed
     Services, Inc.

SERIES .............   SERIES                    SERIES
--------------------   -----------------------   -------------------
[All Cap ...........   Capital Growth            Liquid Asset
Equity Income ......   Managed Global            Strategic Equity
Fully Managed ......   Asset Allocation Growth   Research
Value Equity .......   Diversified Mid-Cap       Growth
Small Cap ..........   Investors                 Global Fixed Income
Capital Appreciation   Large Cap Value           Developing World
Rising Dividends ...   Real Estate               Equity Income
Mid-Cap Growth .....   Hard Assets               Growth and Income
Total Return .......   Limited Maturity Bond     Special Situations

     The Division listed below invests in shares of the mutual fund portfolio
     (the "Portfolio") designated. The portfolio is a part of the ING Variable
     Insurance Trust managed by ING Investment Management.

         PORTFOLIO
         ---------
         ING Global Brand Names Fund

     The Division listed below invests in shares of the mutual fund portfolio
     (the "Portfolio") designated. The portfolios are a part of the Prudential
     Series Fund, Inc. managed by Jennison Associates, LLC.

         PORTFOLIO
         ---------
         Prudential Jennison

     The Division listed below invests in shares of the mutual fund portfolio
     (the "Portfolio") designated. The portfolio is a part of the Warburg Pincus
     Trust managed by Credit Suisse Asset Management, LLC.

         PORTFOLIO
         ---------
         International Equity
         International Growth

     The Division listed below invests in shares of the mutual fund portfolio
     (the "Portfolio") designated. The portfolios are a part of the PIMCO Trust
     managed by Pacific Investment Management Company.

         PORTFOLIO
         ---------
         PIMCO High Yield Bond
         PIMCO StocksPlus Growth & Income]

     NOTE:        PLEASE REFER TO THE PROSPECTUSES FOR THIS CONTRACT AND
                  THE GCG TRUST FOR MORE DETAILS.

GA-MA-1082                             4

<PAGE>


                            The Schedule (continued)
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GENERAL ACCOUNT

     [Guaranteed Interest Division
     A Guaranteed Interest Division provides an annual minimum interest rate of
     3%. At our sole discretion, we may periodically declare higher interest
     rates. Such rates will apply to periods following the date of declaration.
     Any declaration will be by class and will be based on our future
     expectations.

     Limitations on Allocations
     We reserve the right to restrict allocations into and out of the General
     Account. Such limits may be dollar restrictions on allocations into the
     General Account or we may restrict reallocations into the General Account.

     Transfers from a Guaranteed Interest Division
     We currently require that an amount allocated to a Guarantee Period not be
     transferred until the Maturity Date, except pursuant to our published
     rules. We reserve the right not to allow amounts previously transferred
     from a Guaranteed Interest Division to the Variable Separate Account
     Divisions or to a Fixed Allocation to be transferred back to a Guaranteed
     Interest Division for a period of at least six months from the date of
     transfer.

     Systematic Withdrawals
     Up to the interest earned in the prior month, quarter or year may be
     withdrawn without Surrender Charge adjustment, depending upon whether you
     have chosen a monthly, quarterly or annual frequency, respectively.]

GA-MA-1082                             5

<PAGE>


                            The Schedule (continued)
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CONTRACT FACTS

Processing Dates                        As shown in each Certificate.
Specially Designated Division           [Liquid Asset Division.]
Annuity Commencement Date               As shown in each Certificate.
Required Date of Annuity Commencement   As shown in each Certificate.
Death Benefits                          As shown in each Certificate.
Minimum Annuity Income Payment          As shown in each Certificate.
Optional Benefit Riders                 None.

     Partial Withdrawals
     The minimum withdrawal amount which may be taken is shown in each
     Certificate.The maximum amount that can be taken as a Conventional Partial
     Withdrawal each Certificate Year without being considered an Excess Partial
     Withdrawal is shown in each Certificate.In no event may a Partial
     Withdrawal be greater than 90% of the Cash Surrender Value. After a Partial
     Withdrawal, the remaining Accumulation Value must be at least $100 to keep
     a Certificate in force.

     Systematic Partial Withdrawals and Conventional Partial Withdrawals may not
     be taken in the same Certificate Year.

     Conventional Partial Withdrawals
     The minimum withdrawal amount which may be taken is shown in each
     Certificate.The maximum amount that can be taken as a Conventional Partial
     Withdrawal each Certificate Year without being considered an Excess Partial
     Withdrawal is shown in each Certificate.

     Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
     unless withdrawn from a Fixed Allocation within 30 days prior to the
     Maturity Date.

     Systematic Partial Withdrawals
     Systematic Partial Withdrawals may be elected to commence after 28 days
     from the Certificate Issue Date. Systematic Partial Withdrawals may be
     taken on a monthly, quarterly or annual basis. The maximum withdrawal
     amount which may be taken is shown in each Certificate. Systematic Partial
     Withdrawals from Fixed Allocations are not subject to a Market Value
     Adjustment. We may collect a Surrender Charge for Excess Partial
     Withdrawals.

     IRA Partial Withdrawals for Qualified Certificates Only
     IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
     basis, as long as the minimum of $100 is met.

GA-MA-1082                             6

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                            The Schedule (continued)
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     Fixed Account
     Minimum Fixed Allocation                    As shown in each Certificate.
     Guaranteed Minimum Interest Rate            As shown in each Certificate.

     Guarantee Periods: We currently offer Guarantee Periods of [1, 3, 5, 7, and
     10] years. We reserve the right to offer Guarantee Periods of durations
     other than those available on the Contract Issue Date. We also reserve the
     right to cease offering a particular Guarantee Period or Periods.

     Index Rate
     The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
     reported by a national quoting service for the applicable maturity. The
     average is based on the period from the 22nd day of the calendar month two
     months prior to the calendar month of Index Rate determination to the 21st
     day of the calendar month immediately prior to the month of determination.
     The applicable maturity date for these U.S. Treasury Strips is on or next
     following the last day of the Guarantee Period. If these Ask Yields are no
     longer available, the Index Rate will be determined using a suitable
     replacement method.

     We currently set the Index Rate once each calendar month. However, we
     reserve the right to set the Index Rate more frequently than monthly, but
     in no event will such Index Rate be based on a period of less than 28 days.

CHARGES

     Charge Deduction Division            [Liquid Asset Division.]

     EXPENSE CHARGES

     Deduction from Premium Payments      None.

     Deductions from Accumulation Value

     Initial Administrative Charge        None.

     Administrative Charge                $30 per Certificate
                                          Processing Period. The
                                          charge is incurred at
                                          the beginning of the
                                          Certificate
                                          Processing Period
                                          and deducted on
                                          the Certificate
                                          Processing Date at
                                          the end of each
                                          Certificate
                                          Processing Period.

     Excess Allocation Charge             $25 - Covers the cost of allocations
                                          in excess of the twelve free
                                          allocation changes allowed per
                                          year.  This charge may be imposed
                                          at the time each additional
                                          allocation is processed.  The charge,
                                          unless the Certificate Owner
                                          specifies otherwise, will be
                                          deducted in proportion to the
                                          amount being transferred from each
                                          Division and Fixed Allocation.

     Surrender Charges                    As shown in the Certificate.

GA-MA-1082                             7

<PAGE>


                            The Schedule (continued)
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     Premium Taxes        We deduct from the Accumulation Value the amount of
                          any premium or other state and local taxes levied by
                          any state or governmental entity when such taxes are
                          incurred.  We reserve the right to change the amount
                          of the deduction to conform with changes in the law
                          or if the Certificate Owner changes state of
                          residence.  If the charge for premium taxes is
                          incurred when premiums are received, we advance the
                          amount of the charge to the Accumulation Value and
                          deduct it in equal installments on each Certificate
                          Processing Date.  Currently, we will waive the
                          deduction of the applicable installment on each
                          Certificate Processing Date.  However, we deduct the
                          applicable unrecovered portion of the charge for
                          premium taxes (not including installments which were
                          waived) when determining the Cash Surrender Value
                          payable if the Certificate is surrendered.

     Deductions from
     the Divisions

     Mortality and
     Expense Risk Charge  As shown in each Certificate.

     Asset Based
     Administrative
     Charge               As shown in each Certificate.


INCOME PLAN FACTORS

     These factors are
     shown in each
     Certificate.

GA-MA-1082                             8

<PAGE>


                                 Important Terms
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     ACCUMULATION VALUE - The amount that a Certificate provides for investment
              at any time. Initially, this amount is equal to the premium paid.

     ANNUITANT- The person designated by the Certificate Owner to be the
              measuring life in determining annuity payments.

     ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which annuity
              payments begin.

     ANNUITY  OPTIONS - Options the Certificate Owner selects that determine the
              form and amount of Annuity Payments.

     ANNUITY  PAYMENT - The periodic payment a Certificate Owner receives. It
              may be either a fixed or a variable amount based on the annuity
              option chosen.

     ATTAINED AGE - The issue age of the annuitant or certificate Owner plus the
              number of full years elapsed since the certificate date.

     BENEFICIARY - The person designated to receive benefits in the case of the
              death of the Certificate Owner.

     BUSINESS DAY - Any day the New York Stock Exchange ("NYSE") is open for
              trading exclusive of federal holidays, or any day on which the
              Securities and Exchange Commission ("SEC") requires that mutual
              funds, unit investment trusts or other investment portfolios be
              valued.

     CASH SURRENDER VALUE - The amount the Certificate Owner receives upon
              surrender of the Certificate.

     CERTIFICATE - This is a summary of the benefits and provisions provided by
              this Contract.

     CERTIFICATE ANNIVERSARY - The anniversary of the certificate date.

     CERTIFICATE DATE - The date we receive the Initial Premium upon which we
              begin determining the Certificate values. It may or may not be the
              same as the certificate issue date. This date is used to determine
              Certificate months, processing dates, years, and anniversaries.

     CERTIFICATE ISSUE DATE - The date the Certificate is issued at our Customer
              Service Center.

     CERTIFICATE PROCESSING DATES - The days when we deduct certain charges from
              the accumulation value. If the Certificate Processing Date is not
              a Valuation Date, it will be on the next succeeding Valuation
              Date. The Certificate Processing Date will be on the Certificate
              Anniversary of each year.

     CERTIFICATE PROCESSING PERIOD - The period between successive certificate
              processing dates unless it is the first certificate processing
              period. In that case, it is the period from the certificate date
              to the first certificate processing date.

     CERTIFICATE YEAR - The period between certificate anniversaries.

     CERTIFICATE OWNER - The person who owns a Certificate and is entitled to
              exercise all rights of the Certificate. This person's death also
              initiates payment of the death benefit.

     CHARGE   DEDUCTION DIVISION - The Division from which all charges are
              deducted if so designated on the enrollment form or later elected
              by the Certificate Owner.

     CONTINGENT ANNUITANT - The person designated by the certificate Owner who,
              upon the annuitant's death prior to the annuity commencement date,
              becomes the annuitant.

GA-MA-1082                             9

<PAGE>


                           Important Terms (continued)
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     CONTRACT ISSUE DATE - The date this Contract is issued at our Customer
              Service Center.

     CONTRACTHOLDER - The entity to whom this Contract is issued.

     EXPERIENCE FACTOR - The factor which reflects the investment experience of
              the portfolio in which a Variable Separate Account Division
              invests and also reflects the charges assessed against the
              Division for a valuation period.

     FIXED ACCOUNT - This is the Separate Account established to support Fixed
              Allocations.

     FIXED    ALLOCATION - An amount allocated to the Fixed Account that is
              credited with a Guaranteed Interest Rate for a specified Guarantee
              Period.

     GENERAL ACCOUNT - The account which contains all of our assets other than
             those held in our separate accounts.

     GUARANTEEPERIOD - The period of years a rate of interest is guaranteed to
              be credited to a fixed allocation or allocations to a Guaranteed
              Interest Division.

     GUARANTEED INTEREST DIVISION - An investment option available in the
              General Account.

     GUARANTEED INTEREST RATE - The effective annual interest rate which we will
              credit for a specified Guarantee Period.

     GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
              declared by us for Fixed Allocations or allocations to a
              Guaranteed Interest Division.

     INDEX    OF INVESTMENT EXPERIENCE - The index that measures the performance
              of a Variable Separate Account Division.

     INITIAL PREMIUM - The payment amount required to put each Certificate in
              effect.

     ISSUE AGE - The annuitant's or Certificate Owner's age on the last birthday
              on or before the certificate date.

     MARKET   VALUE ADJUSTMENT - A positive or negative adjustment to Fixed
              Allocation. It may apply if all or part of a Fixed Allocation is
              withdrawn, transferred, or applied to an Annuity Option prior to
              the end of the Guarantee Period.

     MATURITY DATE - The date on which a Guarantee Period matures.

     RIDERS - Riders add provisions or change the terms of the Certificate.

     SPECIALLYDESIGNATED DIVISION - Distributions from a portfolio underlying a
              Division in which reinvestment is not available will be allocated
              to this Division unless the Certificate Owner specifies otherwise.

     VALUATION DATE - The day at the end of a valuation period when each
              Division is valued.

     VALUATION PERIOD - Each business day together with any non-Business Days
              before it.

     VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in the
              Variable Separate Account shown in the Certificate Schedule.

GA-MA-1082                             10

<PAGE>


                          Introduction to the Contract
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ELIGIBILITY

     Eligible persons as stated in the application for this Contract and who
     have enrolled and for whom the Initial Premium has been paid are eligible
     to receive the benefits under this Contract.

THE CERTIFICATE OWNER

         The Certificate Owner is also the Annuitant unless another Annuitant
     has been named and is shown in the Certificate. The Certificate Owner has
     the rights and options described in this Contract.

         One or more people may own a Certificate. If there are multiple
     Certificate Owners named, the age of the oldest Certificate Owner will be
     used to determine the applicable death benefit. In the case of a sole
     certificate Owner who dies prior to the annuity commencement date, we will
     pay the Beneficiary the death benefit then due. If the sole certificate
     Owner is not an individual, we will treat the annuitant as the certificate
     Owner for purposes of determining when the certificate Owner dies under the
     death benefit provision (if there is no Contingent Annuitant), and the
     Annuitant's Issue Age will determine the applicable death benefit payable
     to the Beneficiary. The sole certificate Owner's estate will be the
     beneficiary if no beneficiary designation is in effect, or if the sole
     designated beneficiary has predeceased the certificate Owner. In the case
     of a joint certificate Owner dying prior to the annuity commencement date,
     the surviving certificate Owner(s) will be deemed the beneficiary(ies).

THE ANNUITANT

     The Annuitant is the measuring life of the annuity benefits provided under
     a Certificate. The annuitant may not be changed during the annuitant's
     lifetime. The Certificate Owner may name a contingent annuitant. The
     contingent annuitant becomes the annuitant if the annuitant dies while a
     Certificate is in effect prior to the Annuity Commencement Date. The
     Certificate Owner will be the contingent annuitant unless the Certificate
     Owner names someone else. The annuitant must be a natural person. If the
     annuitant dies and no contingent annuitant has been named, we will allow
     the Certificate Owner sixty days to designate someone else as annuitant. If
     all Certificate Owners are not individuals and, through operation of this
     provision, a Certificate Owner becomes the Annuitant, we will pay the death
     benefit proceeds to the Beneficiary. If there are joint Certificate Owners,
     we will treat the youngest of the Certificate Owners as the Contingent
     Annuitant designated, unless elected otherwise.

THE BENEFICIARY

         The beneficiary is the person to whom we pay death proceeds if the
     certificate Owner dies prior to the annuity commencement date. See Death
     Benefit Proceeds for more information. We pay death proceeds to the primary
     beneficiary (unless there are joint Certificate Owners in which case the
     death benefit proceeds are payable to the surviving Certificate Owners). If
     the primary beneficiary dies before the certificate Owner, the death
     proceeds are paid to the contingent beneficiary, if any. If there is no
     surviving beneficiary, we pay the death proceeds to the certificate Owner's
     estate.

         One or more persons may be named as primary beneficiary or contingent
     Beneficiary. In the case of more than one beneficiary, we will assume any
     death proceeds are to be paid in equal shares to the surviving
     beneficiaries. Other than equal shares may be specified by the Certificate
     Owner.

         The Certificate Owner has the right to change beneficiaries during the
     Certificate Owner's lifetime, unless the primary beneficiary is designated
     irrevocable. When an irrevocable Beneficiary has been designated, the
     Certificate Owner and the irrevocable Beneficiary may have to act together
     to exercise the rights and options under a Certificate.

CHANGE OF CERTIFICATE OWNER OR BENEFICIARY

     During the Certificate Owner's lifetime and while a Certificate is in
     effect under this Contract, the Certificate Owner can transfer ownership of
     a Certificate or change the beneficiary. To make any of these changes, we
     require written notice of the change in a form satisfactory to us. The
     change will take effect as of the day the notice is signed. The change will
     not affect any payment made or action taken by us before recording the
     change at our Customer Service Center. A change of certificate Owner may
     affect the amount of death benefit payable under the Certificate. See
     Proceeds Payable to Beneficiary.

GA-MA-1082                             11

<PAGE>


                     Premium Payments and Allocation Changes
--------------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT

     The Initial Premium payment is required to put a Certificate in effect. The
     amount and allocation of the Initial Premium payment is shown in each
     Certificate.

ADDITIONAL PREMIUM PAYMENT OPTION

     Additional premium payments may be made after the Right to Examine period
     ends. Satisfactory notice to us must be given for additional premium
     payments. Restrictions on additional premium payments, such as the attained
     age of the annuitant or certificate Owner and the timing and amount of each
     payment, are shown in each Certificate. We reserve the right to defer
     acceptance of or to return any additional premium payments.

     As of the date we receive and accept the Certificate Owner's additional
     premium payment:

                (1) The accumulation value will increase by the amount of
                    the premium payment less any premium deductions as
                    shown in each Certificate.

                (2) The increase in the accumulation value will be
                    allocated among the Divisions and the Fixed Allocations
                    in accordance with the Certificate Owner's
                    instructions. If the Certificate Owner does not provide
                    such instructions, allocation will be among the
                    Divisions and in proportion to the amount of
                    accumulation value in each Division as of the date we
                    receive and accept the additional premium payment.
                    Allocations to the Fixed Account will be made only upon
                    specific written request.

     Where to Make Payments
     Additional premium payments are to be sent to our Customer Service Center.
     On request, a receipt signed by one of our officers will be provided.

REALLOCATION OF ACCUMULATION VALUE

     The accumulation value may be reallocated among the Divisions, and the
     Fixed Allocations prior to the Annuity Commencement Date. The number of
     free allocation changes each certificate year that we will allow is shown
     in each Certificate. To make an allocation change, we must receive
     satisfactory notice at our Customer Service Center. The change will take
     effect when we receive the notice. Restrictions for reallocation into and
     out of the Divisions are shown in each Certificate. Some Divisions may have
     restrictions on allocations. An allocation from the Fixed Allocation may be
     subject to a Market Value Adjustment. See Market Value Adjustment.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

     When a distribution is made from an investment portfolio supporting a unit
     investment trust Division of the Separate Account in which reinvestment is
     not available, we will allocate the distribution to the Specially
     Designated Division shown in each Certificate unless the Certificate Owner
     specifies otherwise.

     Such a distribution may occur when an investment portfolio or Division
     matures, when distribution from a portfolio or Division cannot be
     reinvested in the portfolio or Division due to the unavailability of
     securities, or for other reasons. When this occurs because of maturity, we
     will send written notice 30 days in advance of such date. To elect an
     allocation to other than the Specially Designated Division shown in each
     Certificate, we must receive satisfactory notice at least seven days prior
     to the date the investment matures. Such allocations will not be counted as
     an allocation change of the accumulation value for purposes of the number
     of free allocations permitted.

GA-MA-1082                             12

<PAGE>


               Premium Payments and Allocation Changes (continued)
--------------------------------------------------------------------------------

RESTRICTED FUNDS

Restricted Funds are subject to limits as to amounts which may be invested or
transferred into such divisions. The designation of a division as a Restricted
Fund may be changed upon 30 days notice to the Owner with regard to future
transfers and premium payments into such division. When a new division is made
available it may be designated as a Restricted Fund. If so designated, the rules
regarding its restrictions will be sent to the Owner. Also listed below are the
total Contract limits for Restricted Funds. Listed on the Schedule Page are the
total Contract limits for Restricted Funds.

THRESHOLDS

Each Restricted Fund has one or more thresholds at which point no further
amounts may be allocated to that division. Compliance with a threshold is
verified whenever there is a transaction initiated which is subject to such
threshold (premium payments, transfers, withdrawals). A threshold is applied to
the total Accumulation Value of each Restricted Fund. Thresholds may be changed
by the Company for new premiums, transfers or withdrawals by Restricted Fund
upon 30 day notice.

DOLLAR CAP

The Dollar Cap is the dollar amount at which no further Accumulation Value may
be added to Restricted Funds.

PREMIUM THRESHOLD

The threshold for premium by Restricted Fund limits the amount of any premium
which may be allocated to that division. Should a request for allocation to a
Restricted Fund exceed the limit in effect for that division or for the
Contract, any excess over that amount shall be allocated prorata to any
non-Restricted Fund(s) in which the Contract is then invested. Should the
Contract not be invested in other non-Restricted Funds, the excess will be
invested in the Specially Designated Division unless we receive written
instructions to do otherwise. Premium allocations must also satisfy the
Allocation Threshold.

ALLOCATION THRESHOLD

Allocations into a Restricted Fund are limited to that amount such that the
Accumulation Value in that Restricted Fund after such allocation does not exceed
the threshold for that division and does not cause the Contract's total limit on
allocation to Restricted Funds to be exceeded. If the amount of an allocation
would cause either limit to be exceeded, the allocation will only be executed to
the extent the lower limit would allow.

Allocations from a Restricted Fund will be allowed even if the amount remaining
in the Restricted Fund after an allocation exceeds the Allocation Threshold. If
a program of allocations over time is authorized by us, verification of the
threshold will be performed at the initiation of such program. If such program
is modified at a later date, a testing of thresholds will be done at that time.

GA-MA-1082                             13

<PAGE>


               Premium Payments and Allocation Changes (continued)
--------------------------------------------------------------------------------


THRESHOLDS - EFFECT ON WITHDRAWALS

     If a withdrawal is requested while any Accumulation Value is allocated to
     Restricted Funds and the Allocation Threshold percentage is currently
     exceeded, the percentage for funds invested in Restricted Funds for the
     total Contract, after taking into account the withdrawal, may not be higher
     than prior to the withdrawal. Should the calculated effect of a withdrawal
     result in the total Contract threshold being exceeded, the excess portion
     of the withdrawal will be processed prorata from all variable divisions.
     Systematic withdrawals, while the Contract has investments in Restricted
     Funds, if not withdrawn prorata from all divisions, shall be monitored
     annually to assure threshold compliance. Should the effect of such
     withdrawals cause a Restricted Fund to exceed its threshold, the divisions
     from which the withdrawals are processed may be adjusted to assure that the
     percentage of Accumulation Value in the Restricted Funds does not increase.

THRESHOLD PROCESSING

     For the purpose of calculating any thresholds, the values for the divisions
     will be determined using the prior day's closing index of investment
     experience.

GA-MA-1082                             14

<PAGE>


                      How We Measure the Accumulation Value
--------------------------------------------------------------------------------

THE VARIABLE SEPARATE ACCOUNTS

     These accounts, which are designated in each Certificate, are kept separate
     from our General Account and any other separate accounts we may have. They
     are used to support variable annuity contracts and may be used for other
     purposes permitted by applicable laws and regulations. We own the assets in
     the Separate Accounts. Assets equal to the reserves and other liabilities
     of the accounts will not be charged with liabilities that arise from any
     other business we conduct; but, we may transfer to our General Account
     assets which exceed the reserves and other liabilities of the Variable
     Separate Accounts. Income and realized and unrealized gains or losses from
     assets in these separate accounts are credited to or charged against the
     account without regard to other income, gains or losses in our other
     investment accounts.

     The Variable Separate Account will invest in mutual funds, unit investment
     trusts and other investment portfolios which we determine to be suitable
     for this Contract's purposes. This Variable Separate Account is treated as
     a unit investment trust under Federal securities laws. It is registered
     with the SEC under the Investment Company Act of 1940. This Variable
     Separate Account is also governed by state laws as designated in each
     Certificate. The trusts may offer unregistered series.

     Divisions of the Variable Separate Account

     A unit investment trust Variable Separate Account includes Divisions, each
     investing in a designated investment portfolio. The Divisions and the
     investment portfolios in which they invest, if applicable, are specified in
     each Certificate. Some of the portfolios designated may be managed by a
     separate investment adviser. Such adviser will be registered under the
     Investment Advisers Act of 1940 if required.

     Changes Within the Variable Separate Accounts

     We may, from time to time, make additional Variable Separate Account
     Divisions available. These Divisions will invest in investment portfolios
     we find suitable for this Contract. We also have the right to eliminate
     Divisions from a separate account, to combine two or more Divisions or to
     substitute a new portfolio for the portfolio in which a Division invests. A
     substitution may become necessary if, in our judgment, a portfolio or
     Division no longer suits the purposes of this Contract. This may happen due
     to a change in laws or regulations, or a change in a portfolio's investment
     objectives or restrictions, or because the portfolio or Division is no
     longer available for investment, or for some other reason. We may get prior
     approval from the insurance department of our state of domicile before
     making such a substitution. We will also get any required approval from the
     SEC and any other required approvals before making such a substitution.

     Subject to any required regulatory approvals, we reserve the right to
     transfer assets of the Divisions of the Variable Separate Account, which we
     determine to be associated with the class of Contracts to which this
     Contract belongs, to another Variable Separate Account or Division.

     When permitted by law, we reserve the right to:

        (1) Deregister a Variable Separate Account under the
            Investment Company Act of 1940;
        (2) Operate a Variable Separate Account as a management
            company under the Investment Company Act of 1940,
            if it is operating as a unit investment trust;
        (3) Operate a Variable Separate Account as a unit investment
            trust under theInvestment Company Act of 1940, if it is
            operating as a managed Variable Separate Account;
        (4) Restrict or eliminate any voting rights of Certificate
            Owners, or other persons who have voting rights as to a
            Variable Separate Account; and
        (5) Combine a Variable Separate Account with other Variable
            Separate Accounts.

GA-MA-1082                             15

<PAGE>


              How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

THE GENERAL ACCOUNT

     The General Account contains all assets of the Company other than those in
     the Separate Accounts we establish. The Guaranteed Interest Divisions
     available for investment are shown in the Schedule. We may, from time to
     time, offer other Divisions where assets are held in the General Account.

VALUATION PERIOD

     Each Division and Fixed Allocation will be valued at the end of each
     valuation period on a valuation date. A valuation period is each business
     day together with any non-Business Days before it. A business day is any
     day the NYSE is open for trading, and the SEC requires mutual funds, unit
     investment trusts, or other investment portfolios to value their
     securities.

ACCUMULATION VALUE

     The accumulation value of a Certificate is equal to the sum of the amounts
     in each Division of the Variable Separate Account and General Account and
     allocations to the Fixed Account. The Certificate Owner selects how the
     accumulation value is allocated. The maximum number of Divisions and Fixed
     Allocations to which the Accumulation Value may be allocated at any one
     time is shown in each Certificate.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

     On the Certificate Date
     On the certificate date, the accumulation value is allocated to each
     Division and the Fixed Allocations as shown in each Certificate. We reserve
     the right to allocate premium to the Specially Designated Division during
     any Right to Examine period. After such time, allocation will be made
     proportionately in accordance with the initial allocation(s) as elected by
     the Certificate Owner.

     On each Valuation Date
     At the end of each subsequent valuation period, the amount of accumulation
     value in each Division and fixed allocation will be calculated as follows:

           (1) We take the accumulation value in the Division or Fixed
               Allocation at the end of the preceding Valuation
               Period.

           (2) We multiply (1) by the Variable Separate Account
               Division's net rate of return for the current valuation
               period, or we calculate the interest to be credited to
               a Fixed Allocation or Guaranteed Interest Division for
               the current Valuation Period.
           (3)  We add (1) and (2).
           (4) We add to (3) any additional premium payments (less any
               premium deductions as shown in each Certificate)
               allocated to the Division or Fixed Allocation during
               the current valuation period.
           (5) We add or subtract allocations to or from that Division
               or Fixed Allocation during the current valuation
               period.
           (6) We subtract from (5) any partial withdrawals which are
               allocated to the Division or Fixed Allocation during
               the current valuation period.
           (7) We subtract from (6) the amounts allocated to that
               Division or Fixed Allocation for:
                  (a)  any charges due for optional benefit riders as shown in
                       each Certificate;
                  (b)  any deductions from Accumulation Value as shown in each
                       Certificate.
     All amounts in (7) are allocated to each Division or Fixed Allocation as
shown in each Certificate.

GA-MA-1082                             16

<PAGE>


                  How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

FIXED ACCOUNT

         The Fixed Account is a Separate Account under state law and is not
     required to be registered with the Securities and Exchange Commission under
     the Investment Company Act of 1940. The Fixed Account includes various
     Fixed Allocations which we credit with fixed rates of interest for the
     Guarantee Period (or Periods) the Certificate Owner selects. We reset the
     interest rates for new Fixed Allocations periodically, based on our sole
     discretion.

     Guarantee Periods

         Each Fixed Allocation is guaranteed an interest rate or rates for a
     period, a Guarantee Period. The Guaranteed Interest Rates for a fixed
     allocation are effective for the entire period. The Maturity Date of a
     Guarantee Period will be the last day of a calendar month in which the
     Guarantee Period ends. Withdrawals and transfers made during a Guarantee
     Period may be subject to a Market Value Adjustment unless made thirty days
     or less prior to the Maturity Date.

         Upon the expiry of a Guarantee Period, we will transfer the
     Accumulation Value of the expiring Fixed Allocation to a Fixed Allocation
     with a Guarantee Period equal in length to the expiring Guarantee Period,
     unless the Certificate Owner selects another period prior to a Maturity
     Date. We will notify the Certificate Owner at least thirty days prior to a
     Maturity Date of options for renewal. If the period remaining from the
     expiry of the previous guarantee period to the annuity commencement date is
     less than the period elected or the period expiring, the next shortest
     period then available that will not extend beyond the Annuity Commencement
     Date will be offered. If a period is not available, the Accumulation Value
     will be transferred to the Specially Designated Division.

         We will declare guaranteed interest rates for the then available Fixed
     Allocation Guarantee Periods. These interest rates are based solely on our
     expectation as to our future earnings. Declared guaranteed interest rates
     are subject to change at any time prior to application to specific fixed
     allocations, although in no event will the rates be less than the Minimum
     Guaranteed Interest Rate shown in the Certificate.

     Market Value Adjustments

         A Market Value Adjustment will be applied to a Fixed Allocation upon
     withdrawal, transfer or application to an Income Plan if made more than
     thirty days prior to such Fixed Allocation's Maturity Date, except on
     Systematic Partial Withdrawals and IRA Partial Withdrawals. The Market
     Value Adjustment is applied to each Fixed Allocation separately.

         The Market Value Adjustment is determined by multiplying the amount of
     Accumulation Value withdrawn, transferred or applied to an Income Plan by
     the following factor:

                                            1 + I            N/365
                                    --------------------
                                        (1 + J + .0050)             - 1

         Where I is the Index Rate for a Fixed Allocation on the first day of
     the applicable Guarantee Period; J is the Index Rate for new Fixed
     Allocations with Guarantee Periods equal to the number of years (fractional
     years rounded up to the next full year) remaining in the Guarantee Period
     at the time of calculation; and N is the remaining number of days in the
     Guarantee Period at the time of calculation. (The Index Rate is described
     in each Certificate.)

     Market Value Adjustments will be applied as follows:

                     (1) The Market Value Adjustment will be applied to the
                         amount withdrawn before deduction of any applicable
                         Surrender Charge.

                     (2) For a partial withdrawal, partial transfer or in the
                         case where a portion of a Fixed Allocation is applied
                         to an Income Plan, the Market Value Adjustment will be
                         calculated on the total amount that must be withdrawn,
                         transferred or applied to an Income Plan in order to
                         provide the amount requested.

                     (3) If the Market Value Adjustment is negative, it will be
                         assessed first against any remaining Accumulation Value
                         in a particular Fixed Allocation. Any remaining Market
                         Value Adjustment will be applied against the amount
                         withdrawn, transferred or applied to an Income Plan.

GA-MA-1082                             17

<PAGE>


                   How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

                     (4) If the Market Value Adjustment is positive, it will be
                         credited to the Accumulation Value of a particular
                         Fixed Allocation. If a cash surrender, or full
                         transfer, or application to an Income Plan has been
                         requested, the Market Value Adjustment is added to the
                         amount being withdrawn, transferred or applied to an
                         Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

     Index of Investment Experience
     The investment experience of a Division is determined on each valuation
     date. We use an index to measure changes in each Division's experience
     during a valuation period. We set the index at $10 when the first
     investments in a Division are made. The index for a current valuation
     period equals the index for the preceding valuation period multiplied by
     the Experience Factor for the current valuation period.

     How We Determine the Experience Factor
     For Divisions of a unit investment trust separate account the Experience
     Factor reflects the investment experience of the portfolio in which the
     Division invests as well as the charges assessed against the Division for a
     valuation period. The factor is calculated as follows:

                     (1) We take the net asset value of the portfolio in which
                         the Division invests at the end of the current
                         valuation period.

                     (2) We add to (1) the amount of any dividend or capital
                         gains distribution declared for the investment
                         portfolio and reinvested in such portfolio during the
                         current valuation period. We subtract from that amount
                         a charge for our taxes, if any.

                     (3) We divide (2) by the net asset value of the portfolio
                         at the end of the preceding valuation period.

                     (4) We subtract the daily mortality and expense risk charge
                         for each Division shown in each Certificate for each
                         day in the valuation period. This charge is to cover
                         expense and mortality risks that we are assuming.

                     (5) We subtract the daily asset based administrative charge
                         shown in each Certificate for each day in the Valuation
                         Period.

     Calculations for Divisions investing in unit investment trusts are on a per
     unit basis.

     Net Rate of Return for a Variable Separate Account Division
     The net rate of return for a Division during a valuation period is the
     Experience Factor for that valuation period minus one.

     Interest Credited to a Guaranteed Interest Division
     Accumulation Value allocated to a Guaranteed Interest Division will be
     credited with the Guaranteed Interest Rate for the Guarantee Period in
     effect on the date the premium or reallocation is applied. Once applied,
     such rate will be guaranteed until the Maturity Date of that Guarantee
     Period. Interest will be credited daily at a rate to yield the declared
     annual Guaranteed Interest Rate. No Guaranteed Interest Rate will be less
     than the Minimum Interest Rate shown in the Schedule.

GA-MA-1082                             18

<PAGE>


                    How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

     Interest Credited to a Fixed Allocation
     A Fixed Allocation will be credited with the Guaranteed Interest Rate for
     the Guarantee Period in effect on the date the premium or reallocation is
     applied. Once applied, such rate will be guaranteed until that Fixed
     Allocation's Maturity Date. Interest will be credited daily at a rate to
     yield the declared annual Guaranteed Interest Rate.

     We periodically declare Guaranteed Interest Rates for then available
     Guarantee Periods. No Guaranteed Interest Rate will be less than the
     Minimum Guaranteed Interest Rate shown in each Certificate.

CHARGES DEDUCTED FROM ACCUMULATION VALUE FOR EACH PROCESSING PERIOD

     All charges and fees are shown in each Certificate.

     Charge Deduction Division Option
     We will deduct all charges against the accumulation value of a Certificate
     from the Charge Deduction Division if the Certificate Owner elected this
     option. If this option was not elected or if the charges are greater than
     the amount in the Charge Deduction Division, the charges against the
     Accumulation Value will be deducted as follows:

               (1) If these charges are less than the accumulation value
                   in the Variable Separate Account Divisions, they will
                   be deducted proportionately from all Divisions.

               (2) If these charges exceed the Accumulation Value in the
                   Variable Separate Account Divisions, any excess over
                   such value will be deducted proportionately from any
                   Fixed Account and Guaranteed Interest Divisions.

     Any charges deducted from the Fixed Account or the General Account will be
     taken from the Fixed Allocations or the Guaranteed Interest Divisions,
     starting with the Guarantee Period nearest its Maturity Date until such
     charges have been paid.

     The Certificate Owner may at any time while the Certificate is in effect
     change the election of this option. To do so, the Certificate Owner must
     send a written request to our Customer Service Center. Any change will take
     effect within seven days of the date we receive the request.

GA-MA-1082                             19

<PAGE>


                        The Certificate Owner's Benefits
--------------------------------------------------------------------------------

     While a Certificate is in effect, the Certificate Owner has important
     rights and benefits available. We discuss these rights and benefits in this
     section.

CASH VALUE BENEFIT

     Cash Surrender Value
     The cash surrender value before the annuity commencement date, is
     determined as follows:
     (1) We take a Certificate's accumulation value;
     (2) We adjust for any applicable Market Value Adjustment;
     (3) We deduct any Surrender Charges; and
     (4) We deduct any charges as shown in each Certificate that have been
         incurred but not yet deducted, including:
          (a) any administrative charge that has not yet been deducted;
          (b) the prorata part of any charges for optional benefit riders; and
          (c) any applicable premium or other tax.

     Cancelling to Receive the Cash Surrender Value
     The Certificate Owner may, at any time before the annuity commencement
     date, surrender a Certificate to us. To do this, the Certificate Owner must
     return the Certificate with a signed request for cancellation to our
     Customer Service Center.

     The cash surrender value will vary daily. We will determine the cash
     surrender value as of the date we receive the Certificate and the signed
     request in our Customer Service Center. All benefits under the Certificate
     will then end.

     We will usually pay the cash surrender value within seven days; but, we may
     delay payment as described in the Payments We May Defer provision.

PARTIAL WITHDRAWAL OPTION

     After the certificate Date, the Certificate Owner may make partial
     withdrawals. Partial Withdrawals may be subject to a Partial Withdrawal
     Charge. The minimum amount that may be withdrawn is shown in each
     Certificate. The maximum amount that may be withdrawn is shown in each
     Certificate. To take a partial withdrawal, satisfactory notice must be sent
     to our Customer Service Center.

GA-MA-1082                             20

<PAGE>


                             Death Benefit Proceeds
--------------------------------------------------------------------------------

PROCEEDS PAYABLE TO THE BENEFICIARY

     Prior to the Annuity Commencement Date
     If the sole certificate Owner dies prior to the annuity commencement date,
     we will pay the beneficiary the death benefit. If there are joint
     Certificate Owners and any Certificate Owner dies, we will pay the
     surviving Certificate Owners the death benefit. We will pay the amount on
     receipt of due proof of the certificate Owner's death at our Customer
     Service Center. Such amount may be received in a single lump sum or applied
     to any of the Annuity Options (see Choosing an Income Plan). When the
     Certificate Owner (or all Certificate Owners where there are joint
     Certificate Owners) is not an individual, the proceeds become payable on
     the death of the annuitant prior to the Annuity Commencement Date (unless a
     contingent annuitant survived the annuitant). Only one death benefit is
     payable under a Certificate. In all events, distributions under the
     Certificate must be made as required by applicable law.

     How to Claim Payments to Beneficiary
     We must receive proof of the certificate Owner's (or annuitant's) death
     before we will make any payments to the beneficiary. We will calculate the
     death benefit as of the date we receive due proof of death. The beneficiary
     should contact our Customer Service Center for instructions.

GA-MA-1082                             21

<PAGE>


                             Choosing an Income Plan
--------------------------------------------------------------------------------

ANNUITY BENEFITS

     If the annuitant and certificate Owner are living on the annuity
     commencement date, we will begin making payments to the certificate Owner.
     We will make these payments under the annuity option (or options) as chosen
     initially or as subsequently selected. An annuity option may be chosen or
     changed by making a written request at least 30 days prior to the annuity
     commencement date. Unless chosen otherwise, Option 2 on a 10-year period
     certain basis will become effective. The amount of the payments will be
     determined by applying the accumulation value on the annuity commencement
     date in accordance with the Annuity Options section below (See Payments We
     May Defer). See each Certificate for certain restrictions which may apply.
     Before we pay any annuity benefits, we require the return of the
     Certificate. If a Certificate has been lost, we require the applicable lost
     Certificate form.

ANNUITY COMMENCEMENT DATE SELECTION

     The Certificate Owner selects the Annuity Commencement Date. Any date may
     be elected following the fifth certificate anniversary but before the
     required date of annuity commencement as shown in each Certificate. If a
     date is not selected, the annuity commencement date will be in the month
     following the required date of annuity commencement.

FREQUENCY SELECTION

     The Certificate Owner chooses the frequency of the Annuity Payments. They
     may be monthly, quarterly, semi-annually, or annually. If we do not receive
     written notice, the payments will be made monthly.

THE INCOME PLAN

     While a Certificate is in effect and before the annuity commencement date,
     the Certificate Owner may choose one or more annuity options to which death
     benefit proceeds may be applied. If, at the time of the certificate Owner's
     death, no option has been chosen for paying death benefit proceeds, the
     beneficiary may choose an option within one year. An annuity option on
     surrender of the Certificate for its cash surrender value may also be
     elected. For each option we will issue a separate written agreement putting
     the option into effect.

     Our approval is needed for any option where:

       (1)  The person named to receive payment is other than the certificate
            Owner or beneficiary; or
       (2)  The person named is not a natural person, such as a corporation; or
       (3)  Any income payment would be less than the minimum annuity income
            payment shown in each Certificate.

THE ANNUITY OPTIONS

     There are four options to choose from.  They are:

     Option 1.  Income for a Fixed Period
     Payment is made in equal installments for a fixed number of years. We
     guarantee each monthly payment will be at least the Income For Fixed Period
     amount shown in each Certificate. Values for annual, semiannual or
     quarterly payments are available on request.

     Option 2.  Income for Life
     Payment is made to the person named in equal monthly installments and
     guaranteed for at least a period certain. The period certain can be 10 or
     20 years. Other periods certain are available on request. A refund certain
     may be chosen instead. Under this arrangement, income is guaranteed until
     payments equal the amount applied. If the person named lives beyond the
     guaranteed period, payments continue until his or her death.

GA-MA-1082                             22

<PAGE>


                       Choosing an Income Plan (continued)
--------------------------------------------------------------------------------

     We guarantee each payment will be at least the amount shown in the Income
     for Life Table in each Certificate. By age we mean the named person's age
     on his or her last birthday before the option's effective date. Amounts for
     ages not shown are available on request.

     Option 3.  Joint Life Income

     This option is available if there are two persons named to receive
     payments. At least one of the persons named must be either the certificate
     Owner or beneficiary of the Certificate. Monthly payments are guaranteed
     and are made as long as at least one of the named persons is living. The
     monthly payment amounts are available upon request. Such amounts are
     guaranteed and will be calculated on the same basis as the Table for Income
     for Life, however, the amount will be based on two lives.

     Option 4.  Annuity Plan

     An amount can be used to buy any single premium immediate annuity we offer
on the option's effective date.

     The minimum rates for Option 1 are based on 3% interest, compounded
     annually. The minimum rates for Options 2 and 3 are based on 3% interest,
     compounded annually, and the Annuity 2000 Mortality Table. We may pay a
     higher rate at our discretion.

PAYMENT WHEN NAMED PERSON DIES

     When the person named to receive payment dies, we will pay any amounts
     still due as provided by the option agreement. The amounts still due are
     determined as follows:

             (1) For Option 1 or for any remaining guaranteed payments
                 under Option 2, payments will be continued.
             (2) For Option 3, no amounts are payable after both named
                 persons have died.
             (3) For Option 4, the annuity agreement
                 will state the amount due, if any.

GA-MA-1082                             23

<PAGE>


                               General Provisions
--------------------------------------------------------------------------------

ENTIRE CONTRACT

     This Contract, including any attached Rider, Endorsement, amendment and the
     application of the contractholder, constitute the entire Contract between
     the contractholder and us. All statements made by the contractholder, any
     certificate Owner or any annuitant will be deemed representations and not
     warranties. No such statement will be used in any contest unless it is
     contained in the application signed by the contractholder or in a written
     instrument signed by the certificate Owner, a copy of which has been
     furnished to the certificate Owner, the beneficiary or to the
     contractholder.

SENDING NOTICE TO US

     Any written notices or requests should be sent to our Customer Service
     Center.

REPORTS TO CERTIFICATE OWNER

     We will send the Certificate Owner a report, at least once during each
     Certificate year, showing the accumulation value and the cash surrender
     value of each Certificate as of the end of the certificate processing
     period. The report will also show the allocation of the accumulation value
     as of such date and the amounts deducted from or added to the accumulation
     value since the last report. The report will also include any other
     information that may be currently required by the insurance supervisory
     official of the jurisdiction in which the Certificate is delivered.

     We will also send copies of any shareholder reports of the portfolios in
     which the Divisions of the Variable Separate Accounts invest, as well as
     any other reports, notices or documents required by law to be furnished to
     certificate Owners.

ASSIGNMENT

     Benefits under a Certificate may be assigned as collateral security for a
     loan or other obligation. This does not change the Certificate ownership.
     The Certificate Owner's rights and any Beneficiary's rights are subject to
     the terms of the assignment. To make or release an assignment, we must
     receive written notice satisfactory to us, at our Customer Service Center.
     We are not responsible for the validity of any assignment.

CHANGING THE CONTRACT

     This Contract or any additional benefit riders may be changed to another
     annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

     We reserve the right to make changes in this Contract or its riders to the
     extent we deem it necessary to continue to qualify this Contract as an
     annuity. Any such changes will apply uniformly to all Certificates that are
     affected. The Contractholder and the Certificate Owner will be given
     advance written notice of such changes.

MISSTATEMENT OF AGE OR SEX

     If an age or sex has been misstated, the amounts payable or benefits
     provided under the Contract, as described in each Certificate, will be
     those that the premium payment made would have bought at the correct age or
     sex.

NON-PARTICIPATING

     Neither this Contract, nor its Certificates, participates in the divisible
     surplus of Golden American Life Insurance Company.

GA-MA-1082                             24

<PAGE>


                         General Provisions (continued)
--------------------------------------------------------------------------------

PAYMENTS WE MAY DEFER

     We may not be able to determine the value of the assets of the Variable
     Separate Account Divisions because:
     (1) The NYSE is closed for trading;
     (2) The SEC determines that a state of emergency exists; or
     (3) An order or pronouncement of the SEC permits a delay for the
         protection of certificate Owners.
     (4) The check used to pay the premium has not cleared through the banking
         system. This may take up to 15 days.

     During such times, as to amounts allocated to the Variable Separate Account
     Divisions, we may delay:
     (1) Determination and payment of the cash surrender value;
     (2) Determination and payment of any death benefit if death occurs
         before the annuity commencement date;
     (3) Allocation changes of the accumulation value; or
     (4) Application of the accumulation value under an income plan.

As to the amounts allocated to a Guaranteed Interest Division in the General
Account and as to amounts allocated to Fixed Allocations of the Fixed Account,
we may, at any time, defer payment of the Cash Surrender Value for up to six
months after we receive a request for it. We will allow interest of at least
3.00% a year on any Cash Surrender Value payment derived from a Fixed Allocation
or Guaranteed Interest Division that we defer for 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

     All agreements made by us must be signed by one of our officers. No other
     person, including an insurance agent or broker, can:

                     (1)  Change any of the Contract's terms; or
                     (2)  Make any agreement binding on us.

COMPUTATIONS

     We have filed a detailed statement of our computations with the insurance
     supervisory official in appropriate jurisdictions. The values are not less
     than those required by the law of that state or jurisdiction. Any benefit
     provided by an attached optional benefit rider will not increase these
     values unless otherwise stated in that rider.

FACILITY OF PAYMENT

     If no beneficiary is named, we reserve the right to pay an amount not to
     exceed $2,000 to any person we determine to be entitled to such amount by
     reason of incurred expenses incident to the last illness or death of a
     Certificate Owner.

INCONTESTABILITY

     The benefits under this Contract will not be contested, except for
     nonpayment of premiums, after it has been in effect during the annuitant's
     lifetime for two years from the certificate date.

CERTIFICATES

     Certificates will be furnished by us.

CONFORMITY WITH LAW

     If any provision of this Contract is contrary to any law to which it is
     subject, such provision is considered amended to conform to such law.

GA-MA-1082                             25

<PAGE>


                         General Provisions (continued)
--------------------------------------------------------------------------------

RECORDS

     The Contractholder will furnish us information relative to this Contract as
     we may require to administer this Contract. Such records, which in our
     opinion have a bearing on this Contract, will be open to us for inspection
     at all reasonable times.

CERTIFICATE OWNER'S RIGHT TO EXAMINE THE CERTIFICATE

     A Certificate Owner may return a Certificate to us or the agent through
     whom it was purchased within 10 days of receipt. If so returned, we will
     treat the Certificate as though it were never issued. Upon receipt we will
     promptly refund the Accumulation Value plus any charges we have deducted as
     of the date the returned Certificate is received by us.















GA-MA-1082                             26

<PAGE>


















DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER
CONTRACT - NO DIVIDENDS

     Variable Cash Surrender Values while a Certificate Owner is living and
     prior to the Annuity Commencement Date.  Death benefit subject to
     guaranteed minimum.  Additional premium payment option.  Partial
     withdrawal option.  Non-participating.  Investment results reflected
     in values.


GA-MA-1082